Gjensidige Forsikring ASA

Governance Information • Mar 5, 2019

Rules of procedure for the Nomination Committee

Article 1 Scope

The Nomination Committee shall contribute to the election of competent and engaged officers with a focus on value creation. The objective is that, together, the elected officers shall be capable of challenging and inspiring the management in the Company's business areas.

Article 2 Composition, term of office and remuneration

The Nomination Committee has four to six members. The members should reflect the interests of the shareholder community.

One of the board members elected from among the employees attends as a regular member in connection with discussions and recommendations concerning the office of Chair of the Board. The Chair of the Committee can invite other board members selected from among the employees to take part in certain important discussions relating to the election of the Chair of the Board.

The term of office is one year, counting from the annual general meeting to next year's annual general meeting.

Article 3 The Nomination Committee's duties

The Nomination Committee shall make proposals for

a) the Chair of the Board of Directors,

• b) other members of the Board of Directors elected by the shareholders,
• c) members and the Chair of the Nomination Committee,

d) the auditor,

and remuneration of members of the Board of Directors, the Nomination Committee and the elected auditor.

Article 4 Meetings of the Nomination Committee

The Nomination Committee is convened by the committee chair and meets as often as is necessary. Each member can require that a meeting be convened.

The first meeting of the Committee is convened after the annual general meeting to prepare the Committee's work in the period until the next annual general meeting.

Article 5 The Nomination Committee's evaluations

The Nomination Committee shall emphasise that all of the proposed candidates have the necessary experience, qualifications and capacity to satisfactorily discharge the offices in question within the framework of the Board of Directors' strategy. It must be ensured that the Board as a whole has the qualifications necessary to perform the functions of its subcommittees in a satisfactory manner.

The goal is for both genders to be represented by at least 40 per cent of the members of all bodies in the Company. The Nomination Committee shall cooperate with the employee organisations on this matter. Proposals for members of the Nomination Committee should be in accordance with the principles of good corporate governance, with the emphasis on safeguarding the interests of the shareholder community and reflecting the composition of shareholders. Members of the Board of Directors should be independent of the Company's general management.

Proposals for members of the Board of Directors and the Nomination Committee should be in accordance with the principles of good corporate governance, with the emphasis on safeguarding the interests of the shareholder community. Members of the Board of Directors should be independent of the Company's general management.

The Committee should base its proposals for remuneration on information regarding the size of remuneration for elected officers in companies with which it is natural to make comparisons.

Article 6 The work of the Nomination Committee

The Nomination Committee shall gather the information that the Committee regards as relevant. The Committee shall be open to contributions and base its recommendation on the major shareholders.

The Nomination Committee may draw on resources in the Company and obtain advice and recommendations from sources outside the Company. The Committee may contact and use external advisers.

The Nomination Committee shall have contact with all members of the Board on an individual basis and with the day-to-day management. The Nomination Committee shall hold an annual conversation with each individual board member. The Board's self-evaluation of its operations and expertise shall be submitted to the Committee. The Chair of the Board attends the meetings of the Committee and presents the evaluation on request.

The Nomination Committee shall make the necessary assessment of the suitability of all proposed candidates prior to the nominations. The deadline for proposing candidates can be set to three months before the annual general meeting. In addition the Nomination Committee shall ask candidates whom it is proposed re-electing whether there are any changes in the information that previously formed the basis for the assessment of their appropriateness.

Article 7 The Nomination Committee's recommendations

The Nomination Committee's recommendations shall be justified and contain information about each candidate and an overall assessment of the Board. The information shall also include age, education and occupational experience. Information shall be provided about how long they have been elected officers in the Company, if relevant, about any assignments for the Company, and about any significant assignments for other companies and organisations.

The Nomination Committee shall encourage board members to own shares in the company.

Recommendations for the general meeting shall be made available to the shareholders along with the notice of the general meeting.

Article 8 Committee secretary and minutes

The Company shall provide a committee secretary. Minutes shall be kept.