The Nomination and Remuneration Committee's duty is to ensure that proposals regarding Citycon's Board member election and remuneration are prepared efficiently.According to the committee charter, the most important duties of the Nomination and Remuneration Committee are as follows:
- find candidates for the Board of Directors and prepare proposals on the election of the Board members and their remuneration to the Board of Directors for presentation to the General Meeting
- prepare a proposal to the Board of Directors for the composition and chairmen of the Board committees
- ensure that the Board carries out its annual self-evaluation
- prepare matters pertaining to the appointment and remuneration of the company's CEO, the CEO's deputy and other senior executives
- prepare the company's remuneration schemes and monitor their appropriateness
When seeking potential new Board members, the Nomination and Remuneration Committee shall take account of the requirements of the company's strategy, operations and development stage as well as the principles concerning the diversity of the Board of Directors, which are defined in the Board and Committee Charters. In order to promote diversity, the Committee shall consider whether the Board is sufficiently versatile in terms of independence, age, gender, skills and experience as well as the directors' possibility to devote a sufficient amount of time to the work. As determined by the Board of Directors, the desirable qualifications for the directors can include, among others, experience in leadership and strategy formation, relevant retail/real estate industry experience, expertise in finance and accounting, and experience in corporate governance. The Committee shall take account of proposing both genders as members of the Board.
The Committee shall consult significant shareholders when nominating new Board candidates.
The majority of the members of the Nomination and Remuneration Committee must be independent of the company.
The organising meeting of the Board of Directors, held after the AGM 2022, elected Chaim Katzman (Chairman), Yehuda (Judah) L. Angster, Alexandre (Sandy) Koifman and Per-Anders Ovin as the members of the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee meets at least twice a year. In 2021, the Committee met six times with an average attendance rate of 100 per cent.