- The majority of members of the Nomination Committee shall be independent from the Company and its executive management; and
- At least one member of the Nomination Committee shall be independent from the Company’s largest shareholder in terms of votes or any group of shareholders who act in concert in the governance of the Company; and
- No member of executive management is to be a member of the Nomination Committee; and
- Members of the Board of Directors shall not constitute the majority of members of the Nomination Committee;
- Neither the Board of Directors’ Chairperson nor any other member of the Board can chair the Nomination Committee; and
- If more than one member of the Board of Directors form part of the Nomination Committee, no more than one of these may be dependent of a major shareholder in the Company.
The Nomination Committee is formed by the representatives of the three largest shareholders or known groups of shareholders of the Company, who each shall have the right to appoint one person to the Nomination Committee, and the Chairperson of the Board of Directors. One of the members of the Nomination Committee shall be its Chair. The following rules shall apply to the composition of the Nomination Committee:
The composition of the Nomination Committee shall be announces at least 6 months prior to the next AGM. The Nomination Committee shall be constituted based on known ownership of the Company as of 31 August of the year prior of the relevant AGM. In the event of major changes in the shareholding of the Company after the establishment of the Nomination Committee, the composition of the Nomination Committee may be changed in accordance with the above principles. Such changes shall be made public immediately.
The Nomination Committee shall prepare and present at the AGM proposals regarding the election of the Board of Directors and the Board’s Chairman, remuneration of the members of the Board of Directors and, where applicable, compensation for work in committees; as well as the election of and fees to the auditors and election of Chairperson at the AGM.
The Nomination Committee shall, upon approval by the Chairperson of the Board of Directors, be entitled to burden the company with costs, for example in respect of recruitment consultants or other costs, necessary for the Nomination Committee to fulfill its duties.
The first meeting of the formed Nomination Committee shall be called by the Chairperson of the Board of Directors.
NOMINATION COMMITTEE FOR 2024 AGM
The members of the Nomination Committee for the 2024 AGM are:
- Robert Zammit, appointed by Knojt Ltd; Chairman of the Nomination Committee;
- Gaetan Boyer, appointed by the family Hamberg and associated entities,
- Johan Öhman, appointed by Draconia A.B.;
- Olga Finkel, Chairperson of the Board of Angler Gaming plc.
Shareholders who would like to make proposals to the Nomination Committee may do so by email to [email protected] or by post to Nomination Committee, Angler Gaming PLC, Level G, Quantum House, 75 Abate Rigord Street, Ta’Xbiex, Malta.