Cybercom Group is a public company, and its registered office is in Stockholm. Cybercom is listed on NASDAQ OMX Stockholm (formerly Stockholm Stock Exchange). Corporate governance at Cybercom is based on the Swedish Companies Act, the listing agreement, and other relevant rules and recommendations for stock market companies. Cybercom applies the Swedish Code of Corporate Governance as of 1 July 2008.
General shareholders' meetings
Per the Swedish Companies Act, general shareholders' meetings are the company's supreme decision-making body. Shareholders exercise their voting rights at the general meeting. At Cybercom's general meetings, one share is equal to one vote. All shareholders, who are recorded in the shareholders' database as of the meeting date and have given notice of their attendance in due time, have the right to attend the annual general meeting (AGM) and vote using their total holding of shares.
2008 AGM
Cybercom Group Europe AB (publ.) held its AGM on Tuesday, 22 April 2008, at corporate headquarters in Liljeholmen, Stockholm. A total of 26 shareholders attended the AGM – personally or via a representative (together, they represented more than 61% of all votes). Wigon Thuresson was elected as AGM chair. All AGM-elected board members were present except for Per Norén, who resigned on 1 January 2008. The resolutions adopted at the AGM were unchanged from those listed in the AGM notification. The following resolutions were adopted at the AGM; all decisions were unanimous.
Resolutions
• Wigon Thuresson, Per Edlund, Eva Gidlöf, Ulf Körner, Thomas Landberg, and Lars Persson were re-elected as board members. The trade union organisations appointed Robin Hammarstedt and Alexandra Trpkoska to serve as employee representatives on the board.
• Wigon Thuresson was re-elected as chair.
• For work during the year, the AGM authorised a fee of SEK 400,000 to be paid to the board chair and a fee of SEK 200,000 to each of the other board members.
• In addition, AGM participants:
• Appointed Per Edlund, John Örtengren, and Erik Sjöström as nomination committee members.
• Appointed Wigon Thuresson, Per Edlund, and Eva Gidlöf as remuneration committee members.
• Resolved that no dividends would be distributed for the 2007 fiscal year.
• Resolved that Cybercom would offer a market-based total compensation package to enable recruitment and retention of senior executives.
• Resolved that Cybercom will issue a maximum of 390,000 warrants that will be offered to (i) Cybercom's executives (to retain them) and (ii) other key persons (to recruit them). The overall intention is to offer a long-term ownership commitment in the company.
• Resolved to authorise the board to decide on new share issues of a maximum of 2,430,770 shares – on one or more occasions during the period until the next AGM – to increase the company's share capital.
• Resolved to authorise the board to buy back Cybercom shares – on one or more occasions during the period until the next AGM – corresponding to a maximum of 10% of Cybercom's share capital.
The 2009 AGM will be held at 2:00 PM on Tuesday, 28 April 2009, in the company's premises at Årstaängsvägen 19 B in Stockholm.
Nomination committee
The nomination committee represents Cybercom's shareholders. Its task is to provide the best documentation possible for AGM resolutions and to submit proposals for resolutions such as appointments of board members and auditors and their remuneration. The 2008 AGM resolved that the nomination committee for the 2009 AGM would comprise representatives of the two largest shareholders (in terms of votes) and representatives of small shareholders through the Swedish Shareholders' Association.
Cybercom's 2008 AGM elected a nomination committee consisting of Per Edlund, CEO of JCE Gruppen Fastighets AB and CEO of Åpe Konsult; Erik Sjöström, Skandia Liv; and John Örtengren as representative for small shareholders through the Swedish Shareholders' Association. The nomination committee is charged with submitting a proposal to the 2009 AGM for the composition of the board, election of auditors, and remuneration and associated matters.
The committee prepares requirement specifications and ensures that Cybercom's board members have expertise relevant to its operation. The nomination committee works closely with the shareholders and meets three times a year.
Cybercom's 2008 AGM resolved that the committee must develop and submit to the 2009 AGM proposals for:
• An AGM chair
• Board members
• A board chair
• Board remuneration, i.e., for the chair and for other members, plus remuneration for possible committee work
• Auditors' fees
• Nomination and remuneration committees for the 2009 AGM. The nomination committee's proposal to the AGM is published in the AGM notification, and the nomination committee also reports on its work at that time.
Auditors
AGM participants elect auditors in Swedish limited companies. The auditors must scrutinise Cybercom's financial reporting and board and CEO administration of the company. Per the Swedish Companies Act, the term for auditors in Swedish limited companies is four years. The most recent election of an auditor was held at the 2005 AGM, when KPMG AB, with principal auditor Anders Malmeby, was elected for the period until the end of the 2012 AGM.
In 2008 and 2009, the company's auditor participated at meetings with the audit committee and the board and addressed matters related to accounting and internal control.
The board and its work
Composition
The principal owners strive to ensure that AGM-elected board members represent the knowledge and expertise relevant to Cybercom's operations. As per recommendations of the nomination committee, Cybercom's 2008 AGM re-elected Wigon Thuresson, Per Edlund, Eva Gidlöf, Ulf Körner, Thomas Landberg, and Lars Persson. Wigon Thuresson was elected to chair the board. Independent board members are included in compliance with NASDAQ OMX Stockholm requirements. See the "Board of directors" section for more detailed information about
board members.
Rules of procedure for the board
The board is responsible to shareholders for Cybercom's organisation and management. On an ongoing basis, the board monitors the financial situation of the parent company and the Group.
The board chair leads the board in its activities and ensures that it fulfils its mandate as prescribed by the Swedish Companies Act and the Articles of Association. At its statutory meeting, the board annually establishes (i) rules of procedure with instructions for distribution of responsibilities between the board and the CEO and (ii) instructions pertaining to financial reporting. The board is called to no fewer than four regular meetings besides its statutory meeting.
To the greatest extent possible, the meetings are coordinated with financial reporting dates and the AGM. Besides regular meetings, the board is called to extra meetings when circumstances so require. To communicate observations made during the audit, the auditors participate at the
board meeting at which the annual accounts are presented.
Presentation of the board's work in 2008
Besides the statutory meeting, the board held 11 meetings at which the minutes were recorded during the 2008 financial year. Patrick Anshelm, the company's acting communications manager, was secretary through September 2008 and Kristina Cato, communications and IR manager,
was secretary beginning in October 2008. The board addressed the agenda's fixed items for each board meeting, for example, subsidiaries' business status, performance and position, interim reports, and annual accounts. The board also addressed issues that involve strategy and acquisition and sale of companies.
Cybercom's auditor participated at the meeting that addressed the annual accounts. Besides board meetings, the board met in September in conjunction with the annual strategy day, during which most of the subsidiaries are reviewed in greater detail with each managing director.
The board has a remuneration committee that strives to create the best possible terms for reasonable remuneration and bonus levels. The audit committee consists of all board members. The board has also established a committee to approve large, fixed-price assignments.
Board of directors
The board consists of five members. Three of the largest owners are represented on the board. The board represents extensive expertise within sectors such as IT, telecom, and business development. In 2008, the new board met 11 times and took decisions on matters such as
acquisition of Nexus Consulting, establishment in Dubai, and sale of the UK operation.
Attendance and remuneration
Evaluation of the board's work
The work of the board, like that of the CEO, is evaluated annually using a systematic, structured process, one purpose of which is to obtain a sound basis for the board's own development work. The nomination committee is informed about results of this evaluation. Board remuneration
in 2008.
AGM participants set the annual board fee for AGM-elected members to SEK 1,245,000 for 2008. Of this amount, SEK 400,000 is payable to the board chair and SEK 200,000 each to the five board members elected in 2008; Eva Gidlöf receives SEK 33,000 for part of the year. No special remuneration is paid to committee members.
• Total remuneration for the board: SEK 1,245,000
• Board chair's remuneration: SEK 400,000
• Five members' remuneration: SEK 200,000/director
• Board member Eva Gidlöf: SEK 33,000
• Board member Per Norén: SEK 12,000
• Committee member fees: no remuneration
Audit committee
The role of the audit committee includes assisting the board in supervision of the financial reporting, but it does not have the authority to take decisions.
Such assistance includes matters relating to internal controls, compliance with regulations, control of reported figures, estimates, assessments, and other material that can affect the quality of the financial reports. The committee commissioned Cybercom's auditor to particularly oversee the company's compliance with general and detailed internal control rules. The committee and Cybercom's auditor meet regularly, set up guidelines for audits and other services, evaluate the auditor, and assist the nomination committee in election of the auditor and in remuneration issues. Cybercom's audit committee consists of all board members.
Remuneration committee
The remuneration committee prepares principles for salary setting and employment terms and conditions for Cybercom's CEO, vice president, and other executives. The remuneration committee strives to create the best possible conditions so that benefit issues are treated carefully and comprehensively. These members were elected to the remuneration committee at the AGM:
• Wigon Thuresson, Cybercom board chair
• Eva Gidlöf, board member and CEO of Bankgirocentralen (BGC) AB
• Per Edlund, board member and CEO of Consafe IT AB and JCE
Gruppen Fastighets AB. The remuneration committee met once in
2008; all board members were invited.
Committee for fixed-price assignments
The role of this committee is to oversee and approve quotations for large, fixed-price assignments. The committee includes Thomas Landberg and Lars Persson.
Group management
The CEO, who is also Group president, organises and develops the business in such a way that the board's objectives for profitability and direction are attained. Written instructions determine work distribution between the board and the CEO. The rules of procedure also regulate the CEO's financial scope. The CEO submits a written monthly report to the board.
Senior management remuneration
The guidelines for the company's CEO and other senior executives apply to a total of 13 people. These guidelines are essentially unchanged compared with 2007. The objective of guidelines for salary and other remuneration for senior executives is to enable Cybercom to offer market-based remuneration to recruit and retain the most talented individuals possible within the Cybercom Group. Remuneration consists of a fixed salary, variable compensation, pension, and other benefits.