The Nomination Committee, appointed by major shareholders in Millicom, is responsible for determining the number of members of the Board of Directors, preparing proposals for the election or re-election, terms of appointment and remuneration of directors of the Board, Chairman of the Board, election of the external auditor and its remuneration, as well as a proposal on the Chairman of the Annual General Meeting.
The initial Nomination Committee, for the period starting after the 2018 Annual General Meeting (2018 AGM), was formed during July 2018 in consultation with the larger shareholders of the Company as per 20 June 2018 and in accordance with the resolution of the 2018 AGM. It was comprised of Cristina Stenbeck on behalf of Kinnevik AB (who was also appointed by the Committee as Chairman), John Hernander on behalf of Nordea Investment Funds, and Scott Cobb appointed by Southeastern Asset Management.
On 14 March 2019, the Nomination Committee announced changes in its composition. The Nomination Committee is currently comprised of Georgi Ganev on behalf of Kinnevik AB, John Hernander on behalf of Nordea Investment Funds, and Daniel Sievers, appointed by Fiduciary Management, Inc. The three members of the Nomination Committee have been appointed by shareholders that jointly represent approximately 45 percent of the total shares in Millicom in March 2019. The members of the Nomination Committee will appoint a Nomination Committee Chairman at their first meeting.
In accordance with the resolution of the 2019 Annual General Meeting of shareholders held on 2 May 2019, the next Nomination Committee shall be formed in consultation with the largest shareholders as of the last business day of May 2019.
The Nomination Committee shall consist of at least three members, each appointed by one of the largest shareholders of Millicom which has chosen to appoint a member. The appointee of the largest shareholder 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. The Chairman of the Board shall be invited to the Nomination Committee’s meetings as deemed appropriate by the Nomination Committee.
The Nomination Committee is appointed for a term of office commencing at the time of its formation and ending when a new Nomination Committee is formed. If a member resigns during the Nomination Committee’s term of office, the Nomination Committee can choose to appoint a new member. The shareholder that appointed the resigning member shall, in such case, be asked to appoint a new member, provided that the shareholder is still one of the largest shareholders of Millicom. If that shareholder declines participation on the Nomination Committee, the Nomination Committee may choose to ask the next largest qualified shareholder to participate. In the event of changes to the ownership structure of the Company, the Nomination Committee may choose to change its composition in order to ensure the Nomination Committee reflects the ownership of the Company. However, unless there are special circumstances, the composition of the Nomination Committee may remain unchanged following changes in the ownership structure of the Company that are either minor or occur less than three months prior to the Annual General Meeting.
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 necessary.
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.