Independence of the Board Members

The composition of Investor’s board meets the independence criteria of both the Stockholm Stock Exchange and the Swedish Code of Corporate Governance.

Board Work in 2007

2007 was characterized by a high level of activity at Investor, and this was also reflected in the work of the board. During the year, the board held 14 meetings, including eight regular, one statutory and five extraordinary meetings. The attendance record of each board member is shown in the table on page 41. The secretary at the board meetings was attorney Hans Wibom. Before meetings, board members were provided with comprehensive written information on the issues that were to be discussed.

Matters on which the board spent a great deal of time included the acquisition of Mölnlycke Health Care, carried out jointly with Morgan Stanley Principal Investments, MAN’s bid for Scania, which was subsequently withdrawn, and last but not least, Nasdaq’s bid – followed by one from Borse Dubai – for OMX. The acquisition of Mölnlycke Health Care, one of the biggest corporate acquisitions in the Swedish market in 2007, was preceded by extensive planning, and both preparations for and implementation of the acquisition were discussed by the board. As for the bids for OMX, in which Investor is the largest shareholder, the board was required to address a number of bid-related issues of a financial and strategic nature on the basis of information provided by Investor’s management.

Among other issues that the board had to address and decide on were the sale (approved by the board at the 2007 AGM) of part of the shares in EQT Partners AB to a company owned by partners within EQT and Investor’s involvement in EQT’s Infrastructure Fund, established in 2007.

During the year, the company’s management presented value-creating plans for the Core Investments, including analyses of the business and development potential of the Core Investments in the business areas in which they operate. These analyses and their implications were discussed and assessed by the board both with the focus on individual companies and in the context of overall strategic discussions. Similar presentations and discussions also took place with regard to companies in Operating Investments: Gambro, Mölnlycke Health Care and 3 Scandinavia.

In Operating Investments, the board dealt with the completed acquisition of Mölnlycke Health Care, received detailed presentations and considered a number of potential acquisitions.

A report, which was also discussed by the board, was also presented regarding the composition of the portfolio and developments in the Private Equity business area.

The financial reports presented at every regular board meeting, including those prior to the year-end and quarterly reports, are an important aspect of the board’s work. The board also receives monthly reports on the company’s financial position. At regular board meetings, reports are also delivered on the ongoing operations in the business areas, together with in-depth analysis and proposed actions regarding one or more associated companies. In such cases, the board examines the developments in the financial markets, both in specific countries and from a global perspective.

Committee work is an important part of the board’s role. At each meeting, the board receives reports from the Remuneration Committee, Audit Committee and Finance and Risk Committee concerning decisions, recommendations and other matters that the committees have presented regarding remuneration, tax and accounting issues and finance and risk policies.

Changes in the market and legislation also led to stricter requirements for the treatment of corporate governance issues, compliance issues and issues relating to the nomination process and board remuneration, above all with regard to Core Investments but also in relation to companies in the other business areas.

In addition to participating in meetings of the Audit Committee, the company’s auditor also attended a board meeting during which board members had the opportunity to pose questions to the auditor without representatives of the company’s management being present. In 2007, the board’s work was also evaluated to provide information as a basis for the work of the Nomination Committee and the ongoing work of the board.

Information updated 2008-06-19 10:13:51