Kicking off the nomination committee season, give the process the time and care it deserves.
We are now entering the nomination committee period ahead of the upcoming Annual General Meeting (AGM). While this phase often happens quietly behind the scenes, it is one of the most strategically important moments in the governance cycle. The decisions made here will shape the board, and the company, for years to come.
Creating a strong, balanced, and future-ready board demands time, reflection, and alignment with the company’s ownership and long-term direction. Above all, it calls for care and courage to challenge patterns and open the door to new perspectives.
A core governance function, anchored in law and code
According to the Swedish Corporate Governance Code (sections 2.1–2.6), the nomination committee is a key mechanism for shareholder influence. Its primary tasks include proposing:
Board members and chair of the board
Board remuneration
Auditor and audit fees
Chair of the AGM
The Code also emphasizes the need for broad and relevant competence, gender balance, and that proposals should reflect the company’s strategic needs and challenges (section 4.1). This means the nomination committee must not only assess current needs but also look ahead to where the company is going, not just where it has been.
In addition, under the Swedish Companies Act (Chapter 8, Section 47), the board is required to act in the best interest of the company. The nomination committee's role in selecting those board members is thus essential to fulfilling that legal obligation.
Let evaluations and ownership intentions guide the work
We strongly advocate for nomination committee processes that are:
Anchored in ownership: proposals should reflect the intentions and values of the company’s owners, and respond to their vision of long-term value creation.
Informed by evaluation: past board performance and structured board evaluations should be central to the nomination process. This is key to identifying gaps, building on strengths, and ensuring continuity or renewal where needed.
Future-oriented: the nomination committee should consider the competencies needed for the challenges of tomorrow, not just today.
This is not a formality, it’s a strategic dialogue about leadership, direction, and corporate character.
Invest the time, it’s worth it
We encourage all nomination committees in listed companies, family businesses or non-profit organizations, to give this process the time and attention it deserves.
Start early: a thorough and inclusive process can’t be rushed.
Listen broadly: engage with owners, the board, management, and other key stakeholders where relevant.
Use evaluations: let structured board evaluations inform the discussion.
Align with ownership: proposals should reflect the long-term goals of the owners.
Be strategic: nominate not just for today’s needs – but for the company’s future.
Be bold: diversity of thought, experience, and background strengthens boards.
Nomination committee work is one of the most powerful levers in corporate governance. It deserves time, care, and forward thinking.
