CHARTER OF NOMINATION AND REMUNERATION COMMITTEE AND REMUNERATION POLICY FOR NON EXECUTIVE DIRECTORS
Atcom Technologies Board of Directors has resolved to establish a Nomination and Remuneration Committee among its members, which shall prepare the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the managing director and other executives of the company as well as the remuneration schemes of the personnel.
1 Composition of the Committee
Nomination and Remuneration Committee shall have at least two members. As a deviation from the recommendation to have at least three members the board committees, the Nomination and Remuneration Committee may at minimum consist of two members, taking into account that due to the number of the board members as well as the scope and nature of the company´s operations, the Nomination and Remuneration Committee is able to handle matters effectively with two members.
In the organisation meeting, the Board elects the members and chairman of the Nomination and Remuneration Committee from among the members of the Board.
The majority of the members must be independent of the company. The managing director or other executive of the company may not be appointed to the nomination committee.
2 Duties of the Committee
The duties of the Nomination and Remuneration Committee include:
a. Matters pertaining to the nomination and remuneration of members of the Board of Directors
preparation of the proposal for the appointment of Board members to be presented to the general meeting
preparation of the proposal to the general meeting on matters pertaining to the remuneration of Board members
taking care of the succession planning of Board members
presentation of the proposal for the appointment of Board members to the general meeting
b. Matters pertaining to managing director, other executives and personnel
preparation of matters pertaining appointment of the managing director and the other executives as well as the identification of their possible successors
preparation of matters pertaining to the remuneration and other financial benefits of the managing director and other executives
preparation of matter pertaining to the remuneration schemes of the company
evaluation of the remuneration of the managing director and the other executives as well as seeing to it that the remuneration schemes are appropriate
answering questions related to the remuneration statement at the general meeting.
The Nomination and Remuneration Committee shall also prepare the evaluations of the independence in connection with the proposal for the appointment of Board members and the annual evaluations to be made in the organisation meeting.
In addition to the tasks listed above, the Nomination and Remuneration Committee may have other tasks that are appropriate for it to be able to fulfill its function.
The Nomination and Remuneration Committee has the right to investigate and examine matters pertaining to its function and use outside experts and consultants at its discretion.
The Board remains responsible for the duties assigned to the committee. The committee has no autonomous decision-making power, and thus the board makes the decisions within its competence collectively.
3 Committee meetings
The committee convenes at least once a year in order to prepare the proposals to be presented to the general meeting.
At the Nomination and Remuneration Committee meetings shall, if need be, be present also other persons invited by the Committee.
The meetings shall follow the procedures concerning meetings of the Board of Directors to the extent applicable.
The committee shall regularly report on its work to the Board. The reports shall include at least a summary of the matters addressed and the measures taken by the committee.
4 Remuneration for committee work
Remuneration paid for the committee work shall be resolved by the general meeting of shareholders.
5 Publication of information related to the Nomination and Remuneration Committee
The company shall report the composition of the committee; number of committee meetings held during the financial period and the attendance of committee members at the meetings as the attendance of individual members and describes the key content of the committee´s charter in its annual report.
The remuneration payable to the Non-Executive Directors will be fees, commission and reimbursement of expenses for attending meetings of the Board and meetings of committees of the Board once the company is revived. Once revived, this sum will be in line with the performance of the company as well as the time spent on operational matters other than at meetings. The aggregate of such sum shall not exceed the ceiling of 1 percent of the net profits of the Company as computed under the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.