Nominating Committee
A nominating committee shall be appointed and shall work during the time until a new nominating committee has been appointed on the drafting and presentation of recommendations to the shareholders at the AGM regarding the number of directors, election of directors, the Chair of the Board and, where applicable, the auditor, as well as on the fees to be paid to the Board of Directors and auditor and other matters that may be incumbent upon a nominating committee pursuant to the Swedish Code of Corporate Governance.
The Nominating Committee shall consist of four members, who shall be appointed as follows:
Before the end of the third quarter, the Chair of the Board shall contact the three largest shareholders of the Company, who then each appoint one member – who should not be a director on the Board – to serve on the Nominating Committee. One of these shall be appointed to serve as committee chair. If any of the three largest shareholders refrain from appointing a nominating committee member, the Chair of the Board shall urge another major owner to appoint a member. Shareholders who have appointed a member have the right at any time to replace their designated member with another representative.
In addition, the Chair of the Board shall be a member of the Nominating Committee, but shall not be appointed as committee chair. As part of the Nominating Committee's work, the Chair of the Board shall report to the committee on the circumstances surrounding the Board's work, and the need for special expertise, etc., that may be important to the work of appointing a board.
Individual shareholders of the Company shall be able to submit nominations for board members to the committee for further evaluation within the framework of the committee's work. Information on the Nominating Committee's composition shall be made public no later than six months before the Annual General Meeting and in the Company's interim report for the first nine months of the year.
The Nominating Committee shall have the right to charge the Company the costs for engaging recruitment consultants, if such consultants are deemed necessary to obtain a suitable selection of candidates for the Board. The Nominating Committee shall report its work at the Annual General Meeting.
Nominating Committee 2010
The Nominating Committee prior to the 2010 AGM comprised Lage Jonason, who also acted as Committee Chair and represented himself and his family and companies, Ramsay Brufer, representing Alecta Pensionsförsäkring, Jan Andersson, representing Swedbank Robur fonder, and Chair of the Board Heléne Bergquist.
The Nominating Committee decided to propose to the AGM that it re-elect incumbent directors Heléne Bergquist, Anders Persson, Magnus Ruding, and Mats Warstedt, as well as re-elect Heléne Bergquist as Chair of the Board.
The Nominating Committee also decided to propose that the AGM elect Lars Röckert as a new director on the Board of INVISIO Headsets. Lars Röckert, born 1950, is Head of Marketing at BAE Systems AB.
The Nominating Committee has informed the Board that it may propose an additional new director. The Nominating Committee's possible additional proposal will be published in a press release from the Company as soon as it is available, with the aim of doing so in good time prior to the AGM.
Nominating Committee 2011
At the Company's Annual General Meeting on April 27 2010, it was decided to appoint a Nominating Committee for preparation and submission of proposals for the Shareholders at the Annual General Meeting concerning the number of Board members, election of Board members and, where applicable, auditor and also remuneration to Board and auditors and other queries which may appear at a Nominating Committee in accordance with Swedish code of corporate governance. The Nominating Committee, as now appointed, consists of Lage Jonason, Chairman of the Nominating Committee, representing himself with family and company, Ramsay Brufer, representing Alecta Pensionsförsäkring, mutually, Björn Franzon, representing Swedbank Robur fonder and Heléne Vibbleus Bergquist, Chairman of the Board.
Any proposals for appointing new board members can be sent to ir@invisiocommunications.com and the proposal will be forwarded to the Nomination Committee.