The Nomination Committee prepared proposals as listed below and presented these to the Annual General Meeting in 2006 where voting took place.
- Chairman of the Annual General Meeting,
- Board members,
- Chairman of the Board,
- Board fees and how these will be divided between the chairman and other Board members, and compensation for Auditing Committee work
- Fees to the company’s auditors
The Annual General Meeting for H&M took place on Wednesday, 3 May 2006 in the Victoria Hall at Stockholm International Fairs (Stockholmsmässan).
The Annual General Meeting approved the Nomination Committee's proposal of principles for the Nomination Committee.
Establishment of principles for the election committee:
That the Company shall have an Nomination Committee made up of one member representing each of the five largest shareholders in terms of the number of votes, plus the Chairman of the Board. The largest shareholders in terms of the number of votes will be contacted based on the company’s register of shareholders held by VPC as at 31 August 2006.
Any shareholder not registered with VPC which wishes to exercise its right shall notify this to the Chairman of the Board and shall be able to substantiate its shareholding. The Chairman of the Board shall convene an Nomination Committee comprising the five largest shareholders in the company in terms of the number of votes as soon as possible after the end of August. The names of the five shareholders’ representatives and the names of the shareholders that they represent shall be announced as soon as the Nomination Committee is appointed, which shall take place at least six months prior to the AGM. If any of the five largest shareholders in terms of the number of votes declines the right to appoint a member of the Nomination Committee the next largest shareholder shall be given opportunity to appoint a member. The term of office of the Nomination Committee shall be until a new Nomination Committee is appointed. Unless the members agree otherwise, the chairman of the Nomination Committee shall be the member representing the largest shareholder. No fees shall be paid to the members of the Nomination Committee.
That if there is a significant change in the ownership structure after the Nomination Committee has been constituted, the composition of the Nomination Committee shall also be changed in accordance with the above principles.
That the Nomination Committee shall prepare and submit proposals to the AGM for:
- election of the chairman of the meeting,
- election of the Chairman of the Board and the other members of the company’s Board,
- fees to the Board, distributed between the Chairman and the other Board members, as well as any compensation for committee work,
- election of and fees to auditors and deputy auditors (where applicable).
The above rules concerning the company’s Nomination Committee shall apply until the company’s AGM resolves otherwise.