Rules of Procedure and Instructions for STIM's Nomination Committee

1. General principles

1.1.The Nomination Committee is the general meeting's exclusive body with the task of submitting proposals for candidates for the meeting's decision on the election of members of the Association's board, members and deputies of STIM's committee for the promotion of musical diversity and copyright, and members of the Nomination Committee, as well as, where applicable, procedural matters for the next Nomination Committee.

1.2.The purpose of these Rules of Procedure and Instructions for the Nomination Committee is to set out the principles for the Nomination Committee's responsibilities and mandate. This document also specifies how the Nomination Committee shall be appointed and the procedure for replacing a member who leaves the Nomination Committee before its work is completed.

2. Composition and appointment of the Nomination Committee

2.1.The Nomination Committee shall consist of five members who are elected annually at the ordinary general meeting. At the Nomination Committee's constitutive meeting a chair and a secretary shall be elected. The chair of the Nomination Committee shall be the convener. A board member or deputy board member of the Association may not be appointed as a member of the Nomination Committee.

2.2.The Nomination Committee shall be appointed in the manner set out in the statutes.

2.3.When appointing members to the Nomination Committee particular consideration shall be given to the importance of continuity and that it is in the Association's interest to retain the knowledge that members of the Nomination Committee acquire during their assignment.

2.4.A member of the Nomination Committee is to be considered "independent" if, on an overall assessment, they are deemed independent in relation to the Association in accordance with what is stated in item 4.12 b. An independent member of the Nomination Committee may not be actively engaged as described in point 4.12 a in any of the associations Föreningen Svenska Tonsättare ("FST"), SKAP – Sveriges kompositörer och textförfattare ("SKAP") or Musikförläggarna SMFF ekonomisk förening u p a ("Musikförläggarna").

2.5.A member of the Nomination Committee must not have any interests opposed to STIM and shall, before accepting the assignment, carefully consider whether conflicts of interest might exist. If a conflict of interest arises for a member during the ongoing term of office, the member is obliged to resign.

2.6.If a member of the Nomination Committee needs to leave their assignment before the work is completed, the association of FST, SKAP or Musikförläggarna that nominated the member shall appoint a new member for the period until the next ordinary general meeting. If a member nominated by an entity other than these three associations leaves their assignment, the Nomination Committee shall itself appoint a new member.

2.7.The Nomination Committee's members and the Nomination Committee's rules of procedure shall be published on the Association's website.

3. The Nomination Committee's overall responsibility and purpose

3.1.The Nomination Committee shall promote the Association's interest in ensuring that competent, committed and sound personal choices for positions of trust can be made.

3.2.The Nomination Committee's overall responsibility is to, prior to the general meeting, prepare background material and proposals for decisions on:

• Adjusters of the minutes for the general meeting
• Members of the board, including the member proposed to be appointed as chair of the board
• Auditors and, where applicable, deputy auditors
• Members and deputies of STIM's committee for the promotion of musical diversity and copyright
• Members of the Nomination Committee
• Members of the Remuneration Committee

3.3.The Nomination Committee shall, at the general meeting, in connection with the decision items for which the Nomination Committee is required to submit proposals, present the candidates or proposals being proposed and explain and justify the Nomination Committee's proposals. The obligation to present and justify proposals does not apply to proposals for adjusters of the minutes.

3.4.The Nomination Committee shall meet on call by the convener. However, each member of the Nomination Committee has the right to convene the Nomination Committee.

3.5.The Nomination Committee works entirely on behalf of the general meeting. The board therefore has no right to participate in or influence the work of the Nomination Committee.

3.6.The Nomination Committee's members shall, regardless of how they were appointed, safeguard the interests of all members and must not improperly disclose what has occurred in the Nomination Committee's work.

3.7.The Nomination Committee's members shall perform their assignment independently with objectivity, impartiality and the Association's interests in mind. Applicable legislation regarding requirements for board members and deputies shall be observed.

4. Tasks of the Nomination Committee

4.1.The Nomination Committee shall represent the Association's members in matters that fall within the Nomination Committee's areas of responsibility.

4.2.The Nomination Committee shall monitor how both the board as a whole and individual members fulfill their duties and independently evaluate, taking into account the board's own evaluation of its work, how the board meets the requirements placed on it with regard to the Association's activities and future development.

4.3.The Nomination Committee shall attend, present and justify its proposals at the ordinary general meeting.

The Nomination Committee's general work on appointments

4.4.The Nomination Committee shall provide the Association's members with the opportunity to submit nominations for the proposals the Nomination Committee shall prepare. Nominations shall, in accordance with the statutes, be submitted in writing to the Nomination Committee no later than 31 March.

4.5.When identifying suitable candidates, the Nomination Committee shall pay particular attention to the specific need for competence and experience required to independently and effectively manage the Association's affairs arising from the assignment for which the candidate is proposed. When proposing board members, consideration shall also be given to the Association's operations, stage of development and other circumstances.

4.6.The Nomination Committee shall assess candidates' areas of interest and expertise, with particular focus on knowledge of rights management and commercial activity, copyright, copyright-protected music and musical diversity, as well as general suitability.

4.7.The Nomination Committee shall investigate candidates' assignments in other legal entities.

4.8.The Nomination Committee shall carry out a systematic selection process to find new candidates when needed.

4.9.The Nomination Committee shall have contact with all nominated candidates and ensure that they are informed that they have been nominated to a position of trust in the Association, what the assignment entails, and ensure that the nominated candidates accept their nomination.

4.10.The Nomination Committee shall strive for its work to be conducted in a transparent and open manner in relation to the Association's members and enable dialogue with members regarding the candidates that may be proposed for nomination.

4.11.The Nomination Committee shall on the Association's website provide a brief account of how the Nomination Committee's work has been conducted as well as present the candidates proposed by the Nomination Committee with names, competences and other motivations. Information shall be provided no later than four weeks before the general meeting. In addition, the proposals shall be included in the notice to the meeting.

The Nomination Committee's specific work on appointments to the board

4.12.The Nomination Committee shall prepare proposals for members of the Association's board, taking into account that the board's composition shall be such that the categories of rights‑holders represented by the Association are reasonably and balancedly represented, and arranged so that the board at any time has the following composition:

a) Three members shall be actively engaged in FST, three members shall be actively engaged in SKAP and three members shall be actively engaged in Musikförläggarna. By “actively engaged” is meant that, at the time the Nomination Committee's proposals are made available pursuant to section 46 of STIM's statutes, the candidate through employment, a board assignment or committee assignment in FST, SKAP or Musikförläggarna, or through another assignment or commission from any of the boards of FST, SKAP or Musikförläggarna, participates in and has influence over the activities of FST, SKAP or Musikförläggarna and/or in the Association's activities. It shall not be an obstacle that the candidate is not a member of FST, SKAP, Musikförläggarna or the Association.

b) Four independent board members. “Independent” in this respect means that the candidate, on an overall assessment, is to be regarded as independent in relation to the Association. This means that the candidate must not be actively engaged as set out in point 4.12 a. However, it shall not be an obstacle that the candidate is a member of FST, SKAP, Musikförläggarna or the Association.

In the overall assessment of whether a candidate is to be considered independent, the Nomination Committee shall in particular consider that a candidate should not be employed by, or within the past three years have been employed by, STIM, that the candidate should not during the past year have had extensive business relationships or other financial dealings with STIM, and that the candidate should not receive or within the past three years have received significant remuneration for advisory services and work beyond board assignments or other positions of trust within STIM. The Nomination Committee shall further consider that a candidate may be regarded as independent even if the candidate, as an affiliate to STIM, has received settlements, even where the remuneration paid to the candidate has been significant. The fact that a candidate has or has had a board assignment in STIM, or another position of trust in STIM as a result of such a board assignment, shall likewise not affect the overall assessment of whether the candidate is to be considered independent and does not prevent the candidate from being eligible as an independent board member or deputy board member in STIM.

In its work the Nomination Committee shall in particular ensure that the four candidates for independent board member together secure that a continued reasonable and balanced representation is maintained on the board.

4.13.The Nomination Committee shall pay particular attention to and ensure that candidates for positions on the board are considered to have the mandate to appropriately, skillfully and credibly represent the interests of the Association's rights‑holders. This applies particularly with regard to proposing the independent member who shall be chair of the board.

4.14.The Nomination Committee shall specially motivate any proposal for re‑election of a person who has been a member of the board for four or more consecutive terms.

4.15.The Nomination Committee shall consider that the board's composition is balanced from a gender equality perspective, includes a spread of ages and is geographically representative.

The Nomination Committee's work on appointments to STIM's committee for the promotion of musical diversity and copyright

4.16.The Nomination Committee shall prepare and propose five independent members and five independent deputies to STIM's committee for the promotion of musical diversity and copyright where, in addition to the description of “independent” set out in point 4.12 b above, the Nomination Committee shall also in particular consider that these five members and five deputies:

a) must not have any interests opposed to the Association;

b) must not be a board member or deputy of the Association or be employed by the Association and/or be part of the Association's management group. However, being affiliated with or a member of the Association shall not be an obstacle;

c) must not be actively engaged as defined in point 4.12 a;

d) must not be actively engaged in an organization that, as a primary recipient, has received support from STIM's committee for the promotion of musical diversity and copyright in either of the two years preceding the nomination;

e) shall have specific experience from similar assignments and deep knowledge regarding the use of funds;

f) shall have good market knowledge.

The Nomination Committee's work on appointments to the Nomination Committee

4.17.The Nomination Committee shall prepare proposals for members of the Nomination Committee with particular regard to these members having specific experience from previous and similar assignments as well as knowledge of board work and the board's responsibilities, and having good market knowledge.

The Nomination Committee's work on other appointments

4.18.The Nomination Committee shall prepare proposals for auditors and deputy auditors as well as proposals for adjusters of the minutes at the general meeting and, in doing so where relevant, take into account the principles set out in points 4.4 – 4.11.