9.2.4.2 Independence from major shareholders

The second category of independence, which comprises independence from major shareholders, is specified in rule 4.5. At least two members of the board, who are independent of the executive management and the company, should be independent of the company’s major shareholders as well. This rule defines a major shareholder as ‘controlling, directly or indirectly, at least ten per cent of the shares or votes in the company. If a company owns more than 50 per cent of the shares, ownership interest or votes in another company, the former is regarded as having indirect control of the latter company’s ownership in other companies.’ Since the relationship with a major shareholder is not always obvious, the extent of the direct or indirect relationship with the major shareholders should be taken into account. Employees and board members of major shareholders are non-independent by definition. The results of the nomination committee’s deliberations about the independence of a board member in other cases must be reported to the shareholders’ meeting. In order to enable the nomination committee to determine the independence of a board member correctly, rule 4.6 requires that nominees provide sufficient information to the nomination committee.