Cybercom Group Europe AB (publ) (hereinafter "Cybercom") is a publicly traded Swedish company listed on NASDAQ OMX Nordic. Cybercom applies the Swedish Code of Corporate Governance. Corporate governance at Cybercom is regulated by Swedish legislation, primarily the Swedish Companies Act, NASDAQ OMX Nordic’s “Rule Book for Issuers”, and other relevant rules and recommendations. This report describes how Cybercom administered its corporate governance during fiscal year 2009. Cybercom's auditors have not examined this report.
2009 annual general meeting
Cybercom held its annual general meeting (AGM) on 28 April 2009 at corporate headquarters in Liljeholmen, Stockholm, Sweden. Twentyone shareholders, representing more than 63 per cent of votes, attended the AGM personally or through a representative. Cybercom's board, executive management, and company auditor were present at the AGM. The 2010 AGM will be held on 21 April 2010 at corporate headquarters, Lindhagensgatan 126. At Cybercom's general meetings, one share equals one vote. All shareholders who are recorded in the share register as of the record date and have given notice of their attendance in due time have the right to attend the AGM and vote their total holding of shares. The 2009 AGM appointed Hampus Ericsson, now board member, to check the minutes. At the time of his appointment, he was not a board member.
Nomination committee
The AGM determines how to appoint the nomination committee. Cybercom’s 2009 AGM elected a nomination committee consisting of Hampus Ericsson and Erik Sjöström, as representatives of the two largest shareholders JCE Group AB and Skandia Liv, and John Örtengren, as representative for small shareholders through the Swedish Shareholders’ Association. Furthermore, Wigon Thuresson, board chairperson, was appointed as convener and member of the committee. Thuresson does not have voting rights. It was also resolved that if, during the nomination committee’s term of office, a shareholder who is represented in the nomination committee is no longer one of the two largest shareholders (block of votes), then the member who represents such a shareholder must relinquish his or her position, and the shareholder who enters the rank of the two largest shareholders appoints a new member. Shareholders who appoint nomination committee members have the right to discharge members and appoint new members.
Cybercom’s 2009 AGM resolved that the nomination committee will develop and present proposals to the 2010 AGM for an AGM chairperson, board members, board chairperson, board remuneration (i.e. for the chairperson, board members, and any committee work), auditing fees, and a proposal for the nomination committee for the 2010 AGM.
The nomination committee prepares requirements specification and ensures that Cybercom's board members have expertise relevant to its operation, taking into account industry experience, skills, and international know-how. Board size and composition are also considered. Since the 2009 AGM, the nomination committee has held three minutes meetings and had contact in the interims.
The nomination committee's proposal, its reasoned opinion about the proposed board, and additional information about the proposed board members will be published in conjunction with the AGM notification and presented together with an explanation of the nomination committee’s work at the 2010 AGM.
Board of directors
The 2009 AGM re-elected Wigon Thuresson, Thomas Landberg, Lars Persson, and Ulf Körner as board members. Per Edlund, who declined re-election, was replaced by Hampus Ericsson, who was elected as a new board member. In addition, Wigon Thuresson was elected to chair the board in accordance with the nomination committee’s recommendation.
Board independence
The table on the next page sets forth the independence of the board members in relation to the company, management, and the shareholders as per the nomination committee’s assessment, which is shared by the board. Accordingly, Cybercom fulfils the applicable requirements that board members be independent of the company, management, and the company's larger shareholders.
Board work
Besides board members, Patrik Boman (Group president and CEO), Peter Keller-Andreasen (Group vice president), Odd Bolin (CFO), and Kristina Cato (board secretary and the Group's communications and IR manager) participate in board meetings. Other Group employees participate in board meetings to present specific issues as needed.
The board's work is based on the requirements of the Swedish Companies Act, the Swedish Code of Corporate Governance, other rules and regulations applicable to Cybercom, and the working procedures established by the board. Instructions define the delegation of responsibilities between the board and the president, the policies for financial reporting, and the president's duties and authority. The Board also adopts an information policy that regulates Cybercom’s disclosure. Furthermore, the Board establishes rules of procedure for the audit committee and remuneration committee. The Board’s rules of procedure, special instructions, and information policy are reviewed annually. Other instructions and principles are reviewed as needed.
According to the rules of procedure, at least six ordinary meetings must be held per year, besides the statutory meeting after the AGM. Each regular meeting deals with operational follow-up; finances; and acquisitions, divestments, and mergers. One board meeting is dedicated to strategy and one to the business plan and budget.
The chairperson leads board work and monitors operations via a dialogue with the CEO. The chairperson is responsible for providing other board members with information and documentation necessary for high quality in discussion and decisions. The chairperson also participates in the evaluation and development of the Group's senior executives. The chairperson represents the company in shareholder issues.
In 2009, the board held nine meetings (one by correspondence) besides the statutory meeting following the AGM. The board's activities in 2009 focused on managing Cybercom’s profitability, organisational structure, strategic positioning, and future prospects. During the year, managing directors of subsidiaries and other senior executives presented and discussed their duties with the board.
The board did not meet the auditor without the CEO or other executive manager being present in 2009. Thus the company deviated from the code which stipulates that the board must meet the auditor without the presence of the CEO or another member of executive management at least once annually. The board had contact with the auditor on several occasions in 2009, and due to the satisfactory exchange of information at these meetings, the board chose to not arrange an exclusive meeting between the board and auditor without the presence of the CEO and another member of executive management.
The board and CEO’s work in 2009 was externally evaluated using a systematic and structured process, one purpose of which is to obtain a sound foundation for the board's own development work. The board also convened a special board meeting to evaluate the CEO's work. No company executive was present at this meeting. The nomination committee will be informed about the results of the board evaluation.
Board member attendance in 2009
| Name | Independent | Board meetings | Remuneration committee |
|---|---|---|---|
| Wigon Thuresson | Yes | 100% | 100% |
| Thomas Landberg | Yes | 100% | 100% |
| Lars Persson | Yes | 80% |
|
| Ulf Körner | Yes | 80% |
|
| Hampus Ericsson¹ | No | 100% | 100% |
| Per Edlund² | No | 100% |
|
| Robin Hammarstedt, Employee representative | No | 100% |
|
| Alexandra Trpkoska, Employee representative | No | 100% |
|
¹Board member as of April 2009. Not independent of the company's major shareholders.
²Board member through April 2009. Not independent of the company's major shareholders.
Committee work
Audit committee
The board as a whole has completed the tasks required of an audit committee as per the Swedish Code of Corporate Governance. The board addressed these issues mainly in conjunction with the publication of interim and year-end reports. The board’s obligations in this role are to ensure (i) compliance with established principles for financial reporting and internal controls and (ii) maintenance of appropriate relations with the company's auditor according to the instructions adopted by the board in this matter. The board also has the task of evaluating the audit process.
Remuneration committee
The board of directors appoints Cybercom's remuneration committee, which prepares principles for salary levels and employment terms and conditions for Cybercom's CEO, vice president, and other Group executives. The remuneration committee strives to create the best possible conditions so that benefit issues are treated conscientiously and comprehensively. The committee includes Wigon Thuresson, Thomas Landberg, and Hampus Ericsson. The remuneration committee held three meetings in 2009.
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. The committee meets when necessary. The committee did not meet in 2009.
CEO and Group management
The CEO leads Group management and takes decisions in consultation with the rest of Group management. In addition to the CEO, this consists of the company's vice president, its CFO, and its communications and IR manager. Group management participates in regular operational briefings led by the CEO.
Auditors
At the 2008 AGM, the accounting firm KPMG AB was elected as auditor for a term of four years. Anders Malmeby is the head auditor.
