Under the Swedish Code of Corporate Governance, a company listed on Nasdaq Stockholm shall have a Nomination Committee, the purpose of which is to make proposals to the General Meeting in respect of the Chairperson at General Meeting, elections of Board members, Chairperson of the Board and auditor, remuneration of each Board member (divided between the Chairperson of the Board and other Board members, and remuneration for committee work), remuneration to the auditor, and to the extent deemed necessary, proposals for amendments to the instruction for the Nomination Committee. At the Extraordinary General Meeting held on 17 October 2021, the current instruction for the Nomination Committee was adopted to apply until further notice.
Members of the Nomination Committee
In line with the principles adopted by Volvo Cars' Annual General Meeting and based on the shareholder information as of August 30, 2024, the Nomination Committee for Volvo Cars' Annual General Meeting 2025 has been established and its members are:
- Thomas Johnstone, appointed by Geely Sweden Holdings AB
- Yimin Chen, appointed by Geely Sweden Holdings AB
- Eric Li, Chairperson of the Board of Volvo Car AB
- Anders Oscarsson, appointed by AMF as the second largest shareholder
- Emilie Westholm, appointed by Folksam as the third largest shareholder
The Nomination Committee represents approximately 84 percent of the total voting rights of Volvo Car AB based on the ownership structure as of August 30, 2024.
Thomas Johnstone is the Chairperson of the Nomination Committee.
Submit proposals to the Nomination Committee
Shareholders, who wish to submit proposals to Volvo Cars' Nomination Committee, may do so by e-mail to: [email protected] or by ordinary mail to the address: Volvo Car AB, At: Nomination Committee, Dept. 50090, VAK HB3S, 405 31 Gothenburg, Sweden. Proposals will have to be received no later than November 30, 2024, to be processed by the Nomination Committee.
Nomination Committee Instruction
The Nomination Committee shall comprise five members, who shall be appointed annually. The members of the Nomination Committee shall be the Chairperson of the company’s Board of Directors, two representatives appointed by Geely Sweden Holdings AB, and two representatives appointed by each of the second and the third largest shareholder of the company in terms of votes based on the share register as of the last banking day in August each year or of other reliable ownership information which has been provided to the company at such time.
The Chairperson of the Nomination Committee shall as soon as practically possible after 31 August each year contact the shareholders in accordance with the above. If any of the second or third largest shareholders refrain from appointing a member of the Nomination Committee, the Chairperson of the Nomination Committee may offer other larger shareholders to appoint a member of the Nomination Committee. If such an offer is made, it shall be made in order to the largest shareholders.
If any of the second or third largest shareholders no longer are among the three largest shareholders in terms of voting rights, the Nomination Committee may decide that the member appointed by such shareholder shall resign from the Nomination Committee. If this occurs, the Nomination Committee may, if it is deemed appropriate, offer another of the larger shareholders to instead appoint a representative.
A shareholder who has appointed a member of the Nomination Committee is entitled to dismiss such member from the Nomination Committee and appoint a new one. If a member on the Nomination Committee should leave its assignment prematurely, the Nomination Committee shall without delay request that the shareholder which the leaving member represents appoints a new member.
The Chairperson of the Board of Directors of the company shall convene the first meeting of the Nomination Committee. At its first meeting, the Nomination Committee shall itself appoint a Chairperson. The Nomination Committee’s term shall run until such time as a new Nomination Committee has been elected.
The majority of the members of the Nomination Committee must be independent in relation to Volvo Car Group and the Executive Management Team. Board members of the Company may not compose a majority of the members of the Nomination Committee. The CEO or other persons from the Executive Management Team may not be members of the Nomination Committee. The Chairperson of the Board of Directors of the Company or any other Board member may not be the Chairperson of the Nomination Committee. At least one of the members of the Nomination Committee shall be independent of Geely Sweden Holdings AB.
The composition of the Nomination Committee, stating which shareholder has appointed each member, shall be announced on Volvo Car Group’s website no later than six months prior to the Annual General Meeting. Any changes to the composition of the Nomination Committee shall be announced immediately.
No remuneration shall be paid to the members of the Nomination Committee. Members of the Nomination Committee are, however, entitled to reimbursement for demonstrable reasonable costs for completion of the Nomination Committee’s business.