Proposals to the Annual General Meeting 2017 and motivated opinion of the nomination committee in East Capital Explorer AB (publ)
The nomination committee has consisted of Magnus Lekander, chairman of the committee (East Capital), David Bliss (Lazard Asset Management), Mathias Svensson (Keel Capital) and Lars O Grönstedt (chairman of the board of directors of East Capital Explorer).
Election of the chairman of the meeting (item 2)
The nomination committee proposes that Björn Kristiansson, Hannes Snellman Advokatbyrå, is appointed chairman of the meeting.
Decision on the number of members of the board of directors (item 10)
The nomination committee proposes that the board of directors shall consist of five (5) members.
Decision on remuneration to the board of directors and the auditor (item 11)
The nomination committee proposes that remuneration to the board remain unchanged at SEK 1 200 0000 to the Chairman and SEK 400 000 to the other members of the board. No additional remuneration for any committee work is proposed.
The remuneration to a board member may, subject to a specific agreement with the company, be invoiced through a company or entity. In order for the company to enjoy cost neutrality, the invoiced remuneration shall be adjusted for social security charges and value added tax.
Fees to the auditor are based on approved invoices.
Election of the board of directors and chairman of the board of directors (item 12)
The nomination committee proposes the re-election of Lars O Grönstedt, Peter Elam Håkansson, Liselotte Hjorth, Nadya Wells, and Göran Bronner. The nomination committee proposes that Lars O Grönstedt is re-elected as chairman of the board.
The nomination committee has held three meetings and has had additional contacts via e-mail and telephone. All members of the nomination committee have participated at these meetings.
As part of the committee work, the Chairman of the board organized a self-assessment of the board work conducted over the past year, which has been reported to and considered by the nomination committee. It has been concluded that the overall organization, participation level and performance of the board have been working well, although it being noted that work remains to define the investment strategy going forward, considering the new direction of the company after the termination of the Investment Agreement with East Capital during 2016.
It was further recognized by the nomination committee that major changes were made to the board composition at the AGM 2016, and then completed by the election of Göran Bronner at the EGM in January this year. Therefore, the nomination committee do not see a need to review the composition of the board further at this stage, and believes that the board now recommended to be re-elected represents a broad competence with both real estate and financial expertise as well as broad knowledge of international circumstances and markets, not least in Russia and Eastern Europe. In the process of preparing the proposal of the board of directors, the nomination committee has considered requirements on the board in terms of competence, composition and independence based on the company’s international operations, governance and control.
Furthermore, it is the nomination committee’s view that it is important tostrive for diversity in the board and to actively search for suitable members among bothwomen and men. Given the proposal, women will constitute 40 percent of the board which meets the target set by the Swedish Corporate Governance board for 2017.
The nomination committee’s proposal means that the board consists of five (5) ordinary members.
Lars O Grönstedt, Liselotte Hjorth, Nadya Wells, and Göran Bronner are regarded as independent in relation to the company and its management, as well as the company’s larger owners. Peter Elam Håkansson is regarded as dependent in relation to the larger shareholders based on the fact that East Capital together with its related parties is a major shareholder of the company.
Stockholm in April 2017
The Nomination Committee in East Capital Explorer AB (publ)