According to the Swedish Corporate Governance Code (the “Code”), the Company shall have a nomination committee, the duties of which shall include the preparation and drafting of proposals regarding the election of members of the Board of Directors, the Chairman of the Board of Directors, the Chairman of the general meeting and auditors.
The nomination committee shall also propose remuneration for Board members and the auditor. It was decided at the annual general meeting on 20 April 2016 to adopt instructions and rules of procedure for the nomination committee according to which the nomination committee shall consist of four members representing the three largest shareholders as per the last day of September, together with the Chairman of the Board of Directors. The largest shareholders refers to the registered shareholders or otherwise known shareholders on the last business day in September.
In accordance with the adopted instruction, a nomination committee for the annual general meeting of 2017 has been constituted consisting of Ulf Winberg (chairman) representing Sunstone Life Science Ventures Fund II K/S, Berit Levy representing a group of owners within Banque International à Luxembourg and Jonas Sjögren representing Jonas Sjögren and the chairman of the Board of Directors, Peter Benson.
The composition of the nomination committee shall be announced on the Alligator’s website no later than six months before the annual general meeting. In the event of significant changes in ownership less than six weeks before the annual general meeting, a new shareholder representative shall be appointed. The Chairman of the Board of Director’s shall then contact the one of the three largest shareholders who does not have a representative and invite him to appoint one. When such a representative has been appointed, he/she shall be a member of the nomination committee and shall replace the former committee member who no longer represents one of the three largest shareholders.
The nomination committee shall fulfil the requirements in respect to composition that are set out in the Code. If the major shareholders who have the right to appoint members to the nomination committee wish to appoint persons that would entail that the requirements in respect to the composition of the committee as set out in the Code are not met, a larger shareholder shall have priority for their first choice of member ahead of a smaller shareholder. When appointing a new member as a result of significant changes in ownership, the shareholder who shall appoint a new member, shall when appointing a new member, consider the existing composition of the nomination committee.
The nomination committee itself shall appoint the Chairman of the nomination committee. The Chairman of the Board of Directors or other Board member shall not chair the nomination committee. The term of office of the appointed nomination committee shall run until the appointment of a new nomination Committee.