In accordance with the Swedish Corporate Governance Code, MIPS shall have a Nomination Committee that is responsible for to make proposals to the General Meeting in respect of the elections of Chairman at General Meetings, the Directors of the Board, the Chairman of the Board of Directors, the auditor, resolutions regarding the remuneration of each Board member (divided between the Chairman of the Board and other Board members, and remuneration for committee work), the remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee.
The Extra General Meeting of MIPS on 1 February 2017 adopted instructions for the Nomination Committee´s composition and work within the Company. According to these, the Nomination Committee shall prior to the Annual General Meeting be composed of representatives of the three largest shareholders of the Company in terms of votes, who are registered in the share register maintained by Euroclear as of 31 August each year and the Chairman of the Board of Directors. If any of the three largest shareholders in terms of votes, who are registered in the share register, does not exercise the right to appoint a member shall pass to the next shareholder in line that does not already have the right to appoint a member of the Nomination Committee. The Chairman of the Nomination Committee shall be the member who represents the largest shareholder in terms of votes, unless the members agree otherwise.
According to the instructions, the assignments of the Nomination Committee include to present proposals to the Annual General Meeting concerning the number of Directors elected by the general meeting and the composition of the Board of Directors, including the Chairman of the Board, as well as proposals concerning the remuneration to the Directors divided among the Chairman and other Directors as well as any remuneration for committee work. The Nomination Committee is also responsible for presenting proposals concerning the Chairman of the Annual General Meeting and the election of auditors and their remuneration, as well as proposals concerning any new instructions for the appointment of the Nomination Committee and its work. All shareholders are entitled to submit proposals concerning appointment of Directors of the Board to the Nomination Committee. The Nomination Committee´s proposal concerning the appointment of Directors and remuneration to the Directors and auditors is presented in the notice to the Annual General Meeting. A statement from the Nomination Committee on the composition of the Board of Directors is to be published on the Company´s website in connection to when the notice to attend the Annual General Meeting is published.
MIPS will in due time prior to and at the latest six months before the Annual General Meeting, announce the names of the members of the Nomination Committee.
Nomination Committee prior to Annual General Meeting 2019 has been appointed by Bell Technology Acquisition LLC (BTA), Robur fonder and Tredje AP Fonden, each appointing their representative who together with the Chairman shall constitute the company´s Nomination Committee.
The members of the Nomination Committee are
Johan Winnerblad (BTA)
Annika Andersson (Robur fonder)
Peter Lundqvist (Tredje AP Fonden)
Bengt Baron (Chairman of the Board MIPS AB)
The Nomination Committee will prepare a proposal to the 2019 Annual General Meeting, including but not limited to, the recommended Chairman of the Annual General Meeting, company Board members, Chairman of the Board, remuneration of the Board, auditor election, audit fees and any changes to the Nomination Committee. Shareholders who wish to submit proposals to the Nomination Committee can do so by email to firstname.lastname@example.org