Statement by the Nickel Mountain Group (”NMG”) AB Nomination Committee
regarding the board composition proposed to the June 2015 Annual General
Meeting of shareholders
Nickel Mountain Group´s (NMG or the Company) Nomination Committee has during 2014/2015
consisted of Mr. Martin Nes (Chair), Mr. Lars Christian Stugaard (representing Strata Marine &
Offshore AS) and Mr. Gunnar Hvammen (representing Solan Capital AS). Together, they represent
approximately 40 percent of the shares and votes of the Company.
The Nomination Committee has over the course of its work discussed a suitable profile for potential
future Board members in terms of background, experience and knowledge. This was undertaken with
the aim of achieving the best possible board composition for the Company. The profile contains
requested experience from job positions directly in or in close association to international commodityrelated companies, experience of legal affairs and of publicly listed companies. Further, the
Nomination Committee considers that there should be experience among the board members of
working in junior publicly listed companies in challenging situations.
NMG is without a doubt in a better position than a year ago, but still faces considerable future
challenges. Within the guidelines established, the Nomination Committee has searched for candidates
with suitable background and who can fulfill certain requirements, with a particular focus on women.
It should be noted that NMG has a modest market capitalization and does not yet record regular sales
revenues. Therefore, the administrative costs of the Company must be kept to a reasonable level. This
can inter alia be achieved through the appointment of only a limited number of Board Directors and by
offering each a nominal remuneration. As such NMG, in its current development phase, may not be
considered highly attractive for all potential board member candidates. Hence, future candidates
willing to agree to become Board members must be prepared to work hard and attend many board
meetings in a year; these conditions are typical for junior mining companies without regular sales
revenues. However, the Nomination Committee believes that that the requirement profile for future
Board member candidates in NMG may change going forward to meet the requirements of the
Company as it moves forward.
In preparation for the Annual General Meeting in June 2015, the Nomination Committee has received,
via the Chairman of the Board of NMG, the conclusions of NMG’s Board of Directors on the
Company’s business, development stage and other factors of importance.
The Nomination Committee has further discussed the main conditions applicable to Board members
including the status of independence of its main owners and its management, the need for versatility
and broad experience amongst Board members, and the aim to strive for more even gender
representation.
In its evaluation, the Nomination Committee arrived at the conclusion, that the Board of Directors
appointed at the Extraordinary General Meeting of October 2014 has functioned well, and that its
members represent a wide spectrum of experience and knowledge. As such, there appear to be good
reason for allowing this current Board of Directors to continue its work past the six months served so
far in office.
The Nomination Committee therefore proposes to re-elect current Board members Martin Nes, Jan
Frode Andersen and Per Dalemo. It is also being proposed that Martin Nes be re-elected as Chair of
the Board.
In the Nomination Committee’s estimation, the proposed Board composition provides, a suitable
balance of good versatility and broadness in terms of the Directors’ competence, experience and
background complementary to the Company’s business, development stage and other factors of
importance.
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The Nomination Committee has concluded that the other board assignments carried out by the
proposed Board Directors do not hinder said Directors from actively participating in the work of the
Board of NMG.
In accordance with the Swedish corporate governance code, a majority of the proposed Board
Directors are independent of the Company itself and of its management. Given the current low number
of Directors, it is not reasonable to insist on two of them being independent of the major shareholders
of the Company. Of the current board, one third of the Directors are independent of the major
shareholders of the Company.
Information on the proposed Board Directors
Chairman, member of the Board of Directors since October 2014.
Martin Nes, born 1969, is the Chief Executive Officer and Partner of investment firm Ferncliff TIH AS.
He has a law degree from the University of Oslo and also holds a Master of Laws’ degree from the
University of Southampton, UK. Mr. Nes has extensive board experience with listed companies, and is
currently chairman in S.D. Standard Drilling Plc, board member in Diagenic ASA and Saga Tankers
ASA, and is a deputy board member in Weifa ASA and Aqualis ASA. Mr. Nes joined Ferncliff TIH AS
in March 2008 after having worked several years as a lawyer, both in Oslo and London. Mr. Nes is a
Norwegian citizen and resides in Oslo, Norway.
Shareholdings in NMG: 0
According to the Swedish code on good corporate governance, Martin Nes is independent of the
Company and of its management. He is not independent of the main owners of the Company.
Jan Frode Andersen
Member of the Board of Directors since October 2014.
Jan Frode Andersen, born 1972, is a Director of investment firm Strata Marine & Offshore AS which is
the largest single shareholder of Nickel Mountain Group. He is also a board member at KA
Rasmussen, a Norwegian-based leading firm within the precious metal industry He has an
international business degree from the University of Arizona (Hons.) and also holds a MBA from the
Norwegian School of Management in Oslo. Mr. Andersen has previously worked for Norwegian
company Tandberg and for US based Cisco Systems. Mr. Andersen has extensive experience with
merger and acquisitions transactions, supply chain and change management. He has also worked as
a TV commentator for NRK and ViaSat and has been amongst the 135 best tennis players in the
world. Mr. Andersen joined Strata in April 2012. Mr. Andersen is a Norwegian citizen and resides in
Oslo, Norway
Shareholdings in NMG: 1.000.000
According to the Swedish code on good corporate governance, Jan Frode Andersen is independent of
the Company and of its management. He is not independent of the main owners of the Company.
Per Dalemo
Member of the Board since October 2014.
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Per Dalemo, born 1972, is a Partner and member of the board at Wistrand Law firm in Gothenburg. He
has a law degree from the University of Gothenburg. He previously worked for MAQS Law firm and for
New Wave Group. Mr. Dalemo advises public and private firms in a wide variety of merger and
acquisition transactions, including strategic mergers and consolidations, purchases and sales of public
and private companies. He frequently advises boards in connection with their evaluation of potential
merger and acquisitions opportunities and other strategic alternatives. Mr. Dalemo joined Wistrand in
2009. Mr. Dalemo is a Swedish citizen and resides in Gothenburg, Sweden
Shareholdings in NMG: 0
According to the Swedish code on good corporate governance, Per Dalemo is independent of the
Company and of its management and of the Company’s main owners.
May, 2015
The Nomination Committee of Nickel Mountain Group AB
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