Nomination and remuneration committee rules of procedure

The Nomination and Remuneration Committee of NoHo Partners Plc (“the Company”) assists the Board of Directors by preparing tasks of the Board of Directors. The Committee is responsible for preparing proposals for the election and remuneration of the Board members for the Annual General Meeting. The committee must ensure that the Board of Directors and its members maintain and represent sufficient expertise, competence and qualifications as well as diversity. In addition, the Committee monitors and assesses the competitiveness of the Company’s remuneration and incentive schemes and their development, and assists the Board of Directors in matters pertaining to the appointment and remuneration of senior management.

Composition of the Committee

The Nomination and Remuneration Committee is comprised of a Chair and at least one member of the Board of Directors, who the Board of Directors elects from among its number after the Annual General Meeting.

The majority of the members of the Nomination and Compensation Committee must be independent of the Company. The CEO or any other member of the Company’s management may not be a member of the Committee.

The term of office of the members of shall be for a period of one year, and ends when the following Annual General Meeting is concluded.

Tasks of the Committee

The tasks of the Committee shall include:

  • preparation of the Board of Directors’ proposal regarding the number of members of the Board of Directors to the Annual General Meeting;
  • preparation of the Board of Directors’ proposal regarding the members of the Board of Directors to the Annual General Meeting;
  • preparation the Board of Directors’ proposal regarding the remuneration of the members of the Board of Directors to the Annual General Meeting;
  • seeking candidates to succeed the members of the Board of Directors; and
  • participating in the development of the diversity of the Board of Directors.

The Committee shall consult major shareholders in preparing its proposal for the members of the Board of Directors.

The tasks of the Committee shall further include:

  • preparation of matters pertaining to the appointment of the CEO and Deputy CEO and their successors;
  • preparing and making proposals to the Board of Directors on the remuneration of the CEO, Deputy CEO and other management;
  • preparing the remuneration and incentive schemes of the CEO and management and assessing and monitoring their competitiveness;
  • evaluating the performance of the CEO and management and presenting the observations and any recommendations to the Board of Directors;
  • planning the succession of the CEO and management and management development;
  • preparing the Company’s remuneration policy for governing bodies and presenting it to the Annual General Meeting;
  • preparation of the annual remuneration report.

The Nomination and Compensation Committee shall have the right to investigate any necessary matters relating to its duties and to call upon external experts and advisers at its discretion.

In addition to the above tasks, the Nomination and Compensation Committee may have other tasks authorised by the Board of Directors.

The Company’s Board of Directors is also responsible for the tasks assigned to the Committee, and the Committee does not have independent decision-making power.

Meetings of the Committee and reporting to the Board of Directors

The Nomination and Compensation Committee shall convene at least twice a year and whenever necessary at the invitation of the Chair of the Committee.

A quorum exists when a majority of the members of the Committee, including the Chair, are present. The Committee may, at its discretion, invite other persons, such as the Company’s management or external experts, to attend the meetings.

The Board of Directors appoints the Secretary of the Nomination and Compensation Committee. The Committee reports on its work to the Board of Directors. The Chair of the Committee shall present a summary of each meeting of the Committee to the Board of Directors. In addition, the minutes and materials of the Committee’s meetings shall be made available to the members of the Board of Directors.

Remuneration for Committee work

The remuneration for Committee work is determined by the Annual General Meeting.

Information to be published about the Nomination Committee

The Company will announce in its financial statements and on the Company’s website the composition of the committee, the number of Committee meetings held during the financial period and the participation of members in the meetings, as well as the main points of the Committee’s Rules of Procedure.

The Rules of Procedure of the Nomination and Compensation Committee are published in their entirety on the Company’s website.

Approval of the Rules of Procedure

These Rules of Procedure of the Nomination and Remuneration Committee were approved by the Board of Directors at its meeting on 9 May 2022.