At the extraordinary shareholders’ meeting held on 28 September 2021 it was resolved that the nomination committee shall be elected in accordance with the following principles.
The chairman of the board shall, based on the ownership according to Euroclear Sweden AB as of the last banking day in October, contact the three largest shareholders, who will then each appoint a member to the nomination committee.
In addition, the chairman of the board shall be a member of the nomination committee. If any of the three largest shareholders waives their right to appoint a member of the nomination committee, the next shareholder in size shall be given the opportunity to appoint a member of the nomination committee. The managing director or another person from the executive management shall not be a member of the nomination committee. The chairman of the board shall convene the nomination committee's first meeting. An owner representative shall be appointed chairman of the nomination committee. The chairman of the board or another board member shall not be the chairman of the nomination committee.
If earlier than three months prior to the annual shareholders’ meeting, one or more of the shareholders having appointed representatives to the nomination committee no longer are among the three largest shareholders, representatives appointed by these shareholders shall resign and the shareholders who then are among the three largest shareholders may appoint their representatives.
Shareholders who have appointed a representative to be a member of the nomination committee shall have the right to dismiss such member and appoint a new representative of the nomination committee. Should a member resign from the nomination committee before its work is completed, the same shareholder who appointed the resigning member shall, if deemed necessary, have the right to appoint a new member.
Should a member resign from the nomination committee before its work is completed and the nomination committee considers it necessary to replace him or her, the shareholder who appointed the resigning member shall have the right to appoint a new member.
Changes to the composition of the nomination committee must be published on the Company's website as soon as the changes have taken place.
The nomination committee shall prepare and produce proposals regarding the election of the chairman at the annual general shareholders meeting, the chairman of the board and the other board members, directors’ fees to the chairman of the board, board members and any committee members, election of auditor, remuneration to the auditors and principles for appointing the nomination committee. Remuneration shall not be paid to the members of the nomination committee. If necessary, the nomination committee may engage external consultants to find candidates with relevant experience and the company shall bear the costs of such consultants. In connection with its assignment, the nomination committee shall forward certain information to the company in order for the company to be able to fulfill its information obligation.
The composition of the nomination committee for the annual general shareholders’ meeting shall be announced no later than six months before that meeting. To this, information shall also be provided on how shareholders can submit proposals to the nomination committee. The term of office for the nomination committee ends when the composition of the following nomination committee has been announced.
Mentimeter has an audit committee consisting of three (3) members: Marcus Teilman (chairman), Hannah Meiton and Miriam Grut Norrby. The audit committee shall, without it affecting the responsibilities and tasks of the board of directors, monitor the Company’s financial reporting, monitor the efficiency of the Company’s internal controls, internal auditing and risk management, keep informed of the auditing of the annual report and the consolidated accounts, review and monitor the impartiality and independence of the auditors and pay close attention to whether the auditors are providing other services besides audit services for the Company, and assist in the preparation of proposals for the shareholders’ meeting’s decision on election of auditors.
Mentimeter has a People, Culture and Compensation Committee consisting of two (2) members: Katarina Bonde (chairman) and Per Appelgren. The People, Culture and Compensation Committee shall prepare matters concerning remuneration principles, remuneration and other employment terms for the CEO and the executive management.