Nomination Committee’s proposals and reasoned statement on the nominations for the Board of Directors

Download Nomination Committee’s proposals and reasoned statement on the nominations for the Board of Directors 2024

 

Nomination Committee’s proposals and reasoned statement on the nominations for the Board of Directors of OEM International AB (publ)

The nomination committee, whose members largely also are represented in the Board, notes that the Board's work is working well, which is also evident from the Board's annual Board evaluation

In its proposal for the Board of Directors, the Nomination Committee must also take into consideration the diversity policy pursuant to the Swedish Corporate Governance Code (“the Code”), rule 4.1, according to which the Board of Directors shall have a composition appropriate to the company’s operations, phase of development and other relevant circumstances and be characterised by the diversity and breadth of qualifications, experience and background of the Board members elected by the Annual General Meeting. The company is to strive for gender balance on the Board.

The distribution of men and women on the proposed Board is such that the percentage of women is 14%, which leaves room for improvement to achieve gender balance. Of the Board members in OEM International who are independent of major shareholders, 25 % are women.

The Code allowed listed companies to deviate from the rules, provided that they describe their chosen solution.

It is the opinion of the Nomination Committee that the proposed board meets the requirements for versatility and breadth of competence, experience, and background that OEM's current position and future development require. If all the proposed members are elected, it means that the proportion of female members on the board will be kept at the same level as before, one out of seven board members in the company are women. The Nomination Committee believes that the issue of diversity is important and that it is of importance that future nomination committees continue to work actively to achieve an even gender distribution on the Board.

OEM's ownership structure also means natural limitations in the work of the Nomination Committee, when the representatives of the company’s major shareholders are all men, and they possess both the required qualifications and the willingness to be Board members in the company. Both the Companies Act and the Code take a positive view of active shareholders, even when these are ultimately private individuals, and the particular responsibility for the company that they take, for example by having a seat on the board of directors. The influence of active shareholders is counterbalanced by provisions offering protection for minority shareholders, both in law and in the Code, and OEM International adheres to these rules.

The logical conclusion is that the gender balance that is the goal, and that OEM International strives to achieve, must be distributed among the Board members that are independent of the major shareholders. Achieving a 50% ratio is not an end in itself, however.

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