As approved by the shareholders at the Annual General Meeting of Millicom held on May 31, 2023 (“2023 AGM”) the Nomination Committee, appointed by major shareholders in Millicom, is responsible for:
- Setting the number of members of the Board of Directors;
- Proposals for the election or re-election, terms of appointment and remuneration of directors of the Board, and Chair of the Board;
- Proposals for the election or re-election of the external auditor and its remuneration;
- Proposal of a Chair to preside over the 2024 Annual General Meeting; and
- Proposal of the new / amended instruction to the Nomination Committee, if appropriate.
The Nomination Committee shall be formed in consultation with the largest shareholders of Millicom as of the last business day of June. The Nomination Committee shall consist of four members (except that the Nomination Committee may consist of less than four members to the extent that the ten largest shareholders have been given the opportunity to appoint a member and more than six of those largest shareholders have declined):
- The Chair of the Board, and
- three members appointed by shareholders, each appointed by one of the ten largest shareholders of Millicom which has chosen to appoint a member, starting with the largest shareholder and then in descending order until all three members (or less, if applicable) have been nominated.
The majority of the members of the Nomination Committee are to be independent of the Company and its executive management. At least one member of the Nomination Committee must be independent of the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in governance of the Company. The Chairman of the Board shall act as the Nomination Committee’s convener, and the members of the Nomination Committee will appoint the Nomination Committee’s Chairman at their first meeting, provided that the Chairman of the Board may not serve as the Chairman of the Nomination Committee. Before the assignment is accepted, a proposed member of the Nomination Committee shall carefully consider whether there exist any conflict of interest or other circumstances that makes membership of the Nomination Committee inappropriate. The Chief Executive Officer or other members of the executive management, while not members of the Nomination Committee, may be invited by the Chairman of the Nomination Committee to participate in meetings of the Nomination Committee as considered appropriate.
The Chairman of the Board shall act as the Nomination Committee’s convener, and the members of the Nomination Committee will appoint the Nomination Committee’s Chairman at their first meeting, provided that the Chairman of the Board may not serve as the Chairman of the Nomination Committee.The Chief Executive Officer or other members of the executive management, while not members of the Nomination Committee, may be invited by the Chairman of the Nomination Committee to participate in meetings of the Nomination Committee as considered appropriate.
The current Nomination Committee was initially formed during October 2022, in consultation with the larger shareholders of the Company as per June 30, 2022, and in accordance with the resolution of the 2022 Annual General Meeting. On March 17, 2023, Atlas Luxco S.àr.l. reported that it holds a 20% shareholding in Millicom. On March 23, 2023, Mr. Nicolas Jaeger, representing Atlas Luxco S.àr.l., joined the Nomination Committee.
The Nomination Committee is comprised of Jan Dworsky, appointed by Swedbank Robur; Viktor Kockberg, appointed by Nordea Investment Funds; Staley Cates appointed by Southeastern Asset Management, Gerardo Zamorano appointed by Brandes investment Partners, and Nicolas Jaeger appointed by Atlas Luxco S.àr.l., as well as José Antonio Ríos García as Chairman of the Board of Millicom. The Nomination Committee appointed Mr. Dworsky as its Chairman at their first meeting held on November 4, 2022.
The shareholder appointed members of the Nomination Committee have been appointed by the larger shareholders of Millicom that have chosen to appoint members.
The Nomination Committee is appointed for a term of office commencing at the time of its formation, which must be no later than six months before the Annual General Meeting and ending when a new Nomination Committee is formed. If a member resigns during the Nomination Committee’s term of office, and provided that the Nomination Committee finds this prudent, the shareholder that appointed the resigning member may be asked to appoint a new member, provided that the shareholder is still one of the ten largest shareholders of Millicom. If that shareholder declines to appoint a new member, the Nomination Committee may choose to ask the next largest qualified shareholder to appoint a Nomination Committee member and so on.
In the event of changes to the ownership structure of the Company whereby a shareholder that has appointed a member to the Nomination Committee significantly reduces its shareholding, such member shall immediately resign from the Nomination Committee (unless the other members unanimously decide that such person shall remain until the end of their term). In addition, the Nomination Committee may decide to change its composition and invite the new larger shareholder(s) to appoint a member of the Nomination Committee. In its decision, the Nomination Committee shall inter alia take into account the status of its work, the time remaining to the Annual General Meeting and the nature of the change in ownership. If more than three months remain until the Annual General Meeting, however, a shareholder that has become amongst the three largest shareholders shall always, at its request, have the right to appoint a member of the Nomination Committee.
The Nomination Committee shall have the right to receive, upon request, personnel resources, such as secretarial services from Millicom, and to charge Millicom with costs for recruitment consultants and related travel if deemed strictly necessary to discharge its duties.
Shareholders wishing to contact the Nomination Committee in order to propose candidates for election to the Board of Directors of Millicom should submit their proposal in writing to the Company Secretary, Millicom International Cellular S.A., 2 rue du Fort Bourbon, L-1249 Luxembourg, Luxembourg.