Nomination Committee’s proposals including reasoned opinion ahead of the 2015 Annual General Meeting of Mr Green & Co AB
The Nomination Committee, which comprises Dimitrij Titov, Eva Lindqvist and Chairman of the Board Tommy Trollborg, has stated their intention to present the following proposals at the Annual General Meeting with regard to items 2 and 10-14, in accordance with the agenda proposed in the notice to attend the Meeting:
Item 2 – Election of Chairman of the Meeting
Dimitrij Titov.
Item 10 – Determination of the number of Board members
The Nomination Committee proposes that the Board of Directors comprise four regular members.
Item 11 – Determination of remuneration of the Board of Directors
The Nomination Committee proposes that the Board of Directors be paid fees totalling SEK 1,050,000, of which SEK 450,000 to the Chairman of the Board and SEK 200,000 to each of the other Board members. In addition, from and including the seventh Board meeting and for the period extending until the next Annual General Meeting, a fee of SEK 10,000 will be paid per Board member per meeting attended, albeit at a maximum of SEK 100,000 per Board member. Fees of SEK 240,000 are to be paid for Committee work, distributed as follows:
Audit Committee: SEK 75,000 to the Chairman and SEK 50,000 to other Committee members.
Remuneration Committee: SEK 40,000 to the Chairman and SEK 25,000 to other Committee members.
Item 12 – Determination of remuneration of the auditors
Remuneration of auditors is to be paid in accordance with approved invoices.
Item 13 – Election of Board members and Chairman of the Board, and auditors
The Nomination Committee proposes the re-election of Tommy Trollborg and Henrik Bergquist, and the election of new Board members Mikael Pawlo and Andrea Gisle Joosen. It is proposed that Tommy Trollborg be re-elected as Chairman of the Board. Board member Per Norman has declined re-election.
The Nomination Committee proposes that accounting firm PwC AB be elected auditor for the period until the end of the 2016 Annual General Meeting. On the condition that the Nomination Committee’s proposal is adopted by the Annual General Meeting, the accounting firm has stated that Bo Åsell will be appointed Auditor in Charge.
Presentation of proposed new Board members
Mikael Pawlo (born 1973)
Outgoing CEO of Mr Green & Co as per 23 April 2015 and involved in the Group since 2008.
Other Board appointments:
Chairman of the Board of Happy Pancake AB, SMS Group i Stockholm Holding AB and SMS Grupp Africa AB. Board member of Djurgårdens Elitfotboll AB, Mr Green & Co Technology AB, Social Thrills AB, 6502 Processor AB and X5 Music Group.
Background
Mikael Pawlo has a solid Internet and open-source background. He was one of the founders of BitoS (the Swedish Association for Content and Service Providers in the Online Market) and co-founded the IT consultancy Municel in 1999, which was later acquired by TietoEnator in 2001. He was one of the founding editors of the magazine Internetworld at IDG Sweden. Before joining Mr Green in 2008, he was also a partner in the public relations and corporate communications firm Hedberg & Co.
Mikael Pawlo is dependent in relation to major shareholders and in relation to the company.
Shareholdings
The number of shares in Mr Green & Co owned by Mikael Pawlo directly or through companies: 1,809,800.
Andrea Gisle Joosen (born 1964)
Other Board appointments:
Board member of ICA Gruppen AB, Dixons Carphone plc and Lighthouse Group AB. Deputy Board member of Neopitch AB.
Background
Andrea Gisle Joosen holds an MSc from Copenhagen Business School. Previously she has been the CEO for Boxer, Panasonic Nordic AB, Chantelle AB and Twentieth Century Fox Home Entertainment AB, as well as market director at Johnson & Johnson Consumer Products AB.
Andrea Gisle Joosen is independent in relation to major shareholders and in relation to the company.
Shareholdings
The number of shares in Mr Green & Co owned by Andrea Gisle Joosen directly or through companies: No shareholdings.
A presentation of the Board members proposed for re-election is available on the company’s website, en.mrgco.se.
Item 14 – Resolution concerning the Nomination Committee
The Nomination Committee proposes that the Meeting resolve that a new Nomination Committee be appointed ahead of the 2016 Annual General Meeting by the Chairman of the Board contacting the three largest registered or otherwise known shareholders on 1 April 2015 and request that they appoint two members, along with the Chairman of the Board, to sit on the Nomination Committee. If a shareholder waivers their right to appoint a member, the next largest, registered or otherwise known shareholder that has not already appointed a member to the Nomination Committee will then be asked, and so on. The Nomination Committee will comprise these two members together with the Chairman of the Board. If a shareholder who has appointed one of the members of the Nomination Committee is no longer one of the three largest shareholders in the company in terms of votes, or if a member of the Nomination Committee steps down from the Committee prior to the 2016 Annual General Meeting for some other reason, the members of the Nomination Committee will be entitled, in consultation with the three largest shareholders, to appoint another representative of the three largest shareholders to replace this outgoing member. The names of the members of the Nomination Committee and information about the Chairman of the Nomination Committee are to be announced not later than six months prior to the 2016 Annual General Meeting. The Nomination Committee is to appoint a Chairman from within its ranks.
The Nomination Committee is to draft proposals on the following issues for resolution by the 2016 Annual General Meeting:
- nomination of Chairman of the Meeting
- composition of the Board of Directors
- nomination of Chairman of the Board
- nomination of auditors
- remuneration of Board members
- remuneration of auditors
- Nomination Committee for 2016 Annual General Meeting
The Nomination Committee’s opinion regarding its proposal concerning the composition of the Board of Directors
To assess the requirements that will be imposed on the Board of Directors with respect to the company’s operations, development phase and other general circumstances, the Nomination Committee has discussed the size and composition of the Board.
As part of the basis for its work, the Nomination Committee commissioned an evaluation of the Board and its work, and reviewed the Chairman of the Board’s report on the company’s operations, targets and strategies.
Taking into account such factors as the company’s operations and its development phase, the Nomination Committee is of the opinion that the proposed composition of the Board of Directors has the breadth and diversity required for maintaining and developing the company’s operations. The proposed Board has a more even gender distribution than previously and it is the Nomination Committee’s aim that its work towards an even gender distribution will continue.
The increased fee and the proposed meeting fee for the Board of Directors is warranted since the company’s continued expansion will require a significant workload for the Board.