The nomination committee’s proposal for the annual general meeting 2021

The motivated statement of the nomination committee ahead of the annual general meeting 2021 in NAXS AB (publ)


The nomination committee is of the view that it has a good overview of the board of directors’ work. The conclusion is that the board of directors functions well and is composed of individuals with qualifications that meet the strategic and operational requirements imposed on the company. The nomination committee is of the opinion that the board members complement each other well as regards qualifications and experience and that the work of the board of directors is conducted efficiently and professionally. The nomination committee’s assessment is that the board members have the time and availability required to perform their duties. Moreover, diversity and gender equality perspectives have been discussed as it is the opinion of the nomination committee that they are of importance in the board composition. The long-term objective is that the board of directors shall be composed of members of different age, gender, geographical origin and with a diversified academic and professional background.

The nomination committee has reviewed all matters that the nomination committee shall review according to the Swedish Code of Corporate Governance, including (a) the board of directors’ competence and ability in relation to the company’s operations and development, (b) the size of the board of directors, (c) the composition of the board of directors with respect to the board members’ experience, gender and background, (d) the fees to the members of the board of directors, (e) proposals for election of auditor and auditor fees, as well as (f) how the nomination committee for the annual general meeting 2022 shall be appointed. The nomination committee has applied the provisions of rule 4.1 of the Swedish Corporate Governance Code as diversity policy.

Provided that the annual general meeting resolves in accordance with the nomination committee’s proposal, one out of four board members will be female. The nomination committee notes that the proposed board does not meet the target of an equal gender board representation as set out in the Swedish Corporate Governance Code. However, the nomination committee intends to continue its long-term work towards the target set out in the Swedish Corporate Governance Code.

The nomination committee’s assessment is that the proposed board, which is comprised of four members, is appropriate in consideration of the Company’s operations, current stage of development and general state of affairs. Further to its assessment of the proposed board members’ independence, it is the view of the nomination committee that the proposed board of NAXS meets the independence requirements set forth by the Swedish Corporate Governance Code.