Getinge 2022 Annual Report
Getinge 2022 Annual Report
Introduction
Strategy
Corporate Governance
Annual Report
Sustainability Report
Other information
Contents
Nomination Committee
The Nomination Committee's task is to put forward proposals ahead
of the AGM, regarding the election of the Chairman of the AGM, the
Chairman of the Board and other members of the Board, election of
auditors, as well as fees for Board members and auditors.
At the 2020 AGM, new principles were adopted for the appoint-
ment of the Nomination Committee and the instruction for the
Nomination Committee. Ahead of each AGM, the Nomination
Committee shall be composed of members appointed by the four
largest shareholders in terms of voting rights, based on a list of
owner-registered shareholders from Euroclear Sweden AB or other
reliable ownership information, as of August 31 of each year, and
the Chairman of the Board. In addition, if the Chairman of the
Board in consultation with the member appointed by the largest
shareholder in terms of voting rights deems it appropriate, it shall
include an, in relation to the company and its major shareholders,
independent representative of the minority shareholders as a
member of the Nomination Committee. In addition, the instruction
contains, for example, provisions that are applicable in the event
that any member leaves the Nomination Committee, measures in
the event of significant changes in ownership and guidelines for the
Nomination Committee's assignment and work.
No remuneration will be paid to the members of the Nomination
Committee. Any necessary expenses for the Nomination Commit-
tee's work will be paid by the company. The Nomination Committee
is entitled to charge reasonable costs to the company, such as
recruitment costs, if it is deemed necessary to obtain an appropriate
selection of candidates for the Board of Directors.
The instruction for the Nomination Committee is available in its
entirety at: www.getinge.com/int/about-us/corporate-governance/.
Nomination Committee ahead of 2023 Annual General Meeting
The Nomination Committee ahead of the 2023 AGM comprises
the company's Chairman of the Board Johan Malmquist, and
representatives from the following owners, listed by size:
•
Carl Bennet AB: Carl Bennet
⚫ Fourth Swedish National Pension Fund: Jannis Kitsakis
AMF Pension & Fonder: Dick Bergquist
•
• SHB Fonder & Liv: Anna Sundberg
Carl Bennet was appointed Chairman of the Nomination Commit-
tee ahead of the 2023 AGM (see also the section "Good compliance
with the Code, no violations of stock market rules or good practice"
for information about deviation from the Code). No remuneration is
paid to members of the Nomination Committee, and the members
have affirmed that there are no conflicts of interest that affect their
assignment on the Committee.
The Nomination Committee has held two minuted meetings
ahead of the 2023 AGM. In addition, the members of the Committee
have maintained contact and engaged in telephone dialog with
each other between meetings.
The Nomination Committee has addressed all the matters that
the Nomination Committee must address in accordance with the
Code, as presented in more detail below. The Nomination Committee
has also, with the purpose of fulfilling its obligation to provide
information to shareholders, informed the company on how the
Nomination Committee conducted its work and of the proposals
the Nomination Committee has decided to submit.
As a basis for its work, the Nomination Committee studied the
financial statements for the company's operations in 2022. The
Nomination Committee has also studied nomination proposals
received and the evaluation of the Board of Directors as well as
the work it has carried out. The results of the evaluation were
presented in their entirety to the Nomination Committee. The
evaluation showed that the Board functioned well, the rate of
attendance at Board meetings was high, and that all the Board
members displayed a high level of commitment. In addition, the
Nomination Committee has conducted an interview with one of
the current Board members.
When preparing its proposals on the composition of the Board,
the Nomination Committee takes into account the individual
expertise and experience of the proposed Board members, how
well the Board will work as a whole and whether it possesses the
necessary breadth in terms of background and expertise. The
Nomination Committee pays particular attention to the value
of diversity and the balance between the need for renewal and
continuity in the Board. In its efforts to achieve diversity, the
Nomination Committee gives special consideration to an even
gender distribution. The Nomination Committee applies rule 4.1
of the Code as its diversity policy in preparing proposals of Board
members. The aim of the policy is that the Board is to have a
composition appropriate to the company's operations, phase of
development and other relevant circumstances and to exhibit
diversity and breadth of qualifications, experience and back-
ground, and strive for an equal gender distribution.
The Nomination Committee has, in its own assessment,
concluded that the Board functions well and that Board members
exhibit the diversity and breadth of qualifications, experience
and background required, and are suitable with respect to the
company's operations, phase of development and other relevant
circumstances, including sustainability aspects.
The Nomination Committee's proposal to Board members,
remuneration to the Board of Directors and election of auditors
and other relevant proposals are submitted together with the
notice of the 2023 AGM.
The Nomination Committee has also studied the Audit and Risk
Committee's recommended proposal for the election of auditors.
Shareholders who wished to submit proposals to Getinge's 2023
Nomination Committee were able to contact the Nomination
Committee by e-mail at [email protected] or by mail:
Getinge AB (publ), Att: Nomination Committee, Box 8861, SE-402 72
Gothenburg, Sweden.
The composition of the Board of Directors, Board members' individual
shareholdings, their independence in relation to the company,
executive management and the largest shareholders as well as their
assignments in other companies are presented in the table in the
presentation of Board members on pages 38-40. The Board members'
attendance at meetings during the year and information on remuner-
ation of Board members are also presented on these pages.
33View entire presentation