Committees 2007

The committees function above all in a preparatory and administrative role. They are empowered to take decisions on business that the board, under the instructions issued to the committees, has delegated to them and on other issues in their respective areas of responsibility that are not matters of principle. The committees are required to inform the board subsequently of any such decisions. The issues considered and the decisions taken at meetings of the committees are to be recorded in the minutes of the meeting and reported on at the following board meeting. However, the overall responsibility of the board can never be delegated.

The members of the committees are appointed at the statutory board meeting for one year at a time and their work is governed by the instructions, which are subject to annual approval, to the committees.

Audit Committee

The Audit Committee is an important channel of communication between the board and the company’s auditors. Via in-depth analysis of specific areas, the Audit Committee supports the board in its work to assure the quality of the company’s financial reporting, as well as in following up the results of the audit by the external auditors. One support function provided by the Audit Committee is the Internal Control function.

Members of the Audit Committee

As of the 2007 AGM, the Audit Committee has consisted of four board members: Sune Carlsson (chairman), Jacob Wallenberg, Peter Wallenberg Jr and Håkan Mogren.

In terms of the Swedish Code of Corporate Governance, two of the committee’s members are considered not to be independent of the company and the company’s management: Håkan Mogren and Peter Wallenberg Jr. Investor therefore deviates from the Code’s rule that the majority of the Audit Committee’s members should be independent of the company and its management. However, the board, which appoints the members of the committee, took the view that these persons were the best suited to serve as Investor’s Audit Committee in 2007 with regard to the continuity of the committee’s work, experience and interests. The other rules on audit committees, as stated in the Code, were complied with.

Work of the Audit Committee in 2007

During the year, the committee held six meetings at which minutes were taken. The members also discussed issues on a day-to-day basis as needed. All meetings were attended by the company’s auditor and the CFO.

The Audit Committee’s work on continuous quality assurance of financial reporting at Investor is carried out in the form of analysis of the auditors’ reports on the yearend financial statements and continuous auditing activities. Minutes are taken at every meeting.

Every year, the Audit Committee evaluates the audit process and informs the Nomination Committee of the results of the evaluation. In the beginning of 2007, the Audit Committee completed procurement of auditing services and recommended to the board and Nomination Committee that KPMG Bohlins AB should be appointed auditor for the next four-year period, with Carl Lindgren as auditor in charge, until further notice. In 2007, the Audit Committee also engaged in an in-depth study of the valuation principles for investments, and spent time investigating both structural and specific tax issues.

The Internal Control function is a support function for the committee in its task of keeping continuously updated on and evaluating how the company’s systems of internal control operate. At every meeting of the committee during the year, the Internal Control function reported continuously on evaluations of processes and on the specific auditing actions taken. For example, in 2007, audits were performed on some of the company’s foreign subsidiaries, as well as a review of specific aspects of the Private Equity process.

Remuneration Committee

The main task of the Remuneration Committee is to prepare issues relating to remuneration and other terms and conditions of employment, on behalf of both management and other employees. The committee carries out thorough and independent analysis of all aspects of Investor’s overall remuneration program and presents a comprehensive picture of the financial consequences of the remuneration program.

Members of the Remuneration Committee

The Remuneration Committee is appointed each year by the board. At its statutory meeting in 2007, the board appointed the following persons as members of the Remuneration Committee: Jacob Wallenberg (chairman), Anders Scharp and O. Griffith Sexton. Anders Scharp has been a member of the company’s board for more than 12 years, and according to the Code, is considered not to be independent of the company and its management. Investor therefore deviates from the Code’s rule that the members of the Remuneration Committee shall be independent of the company and its management. However, in the opinion of the board, it is important for the committee to have a member who has extra long experience of remuneration issues and Investor’s business.

Work of the Remuneration Committee in 2007

In 2007, the committee had six meetings at which minutes were taken, and continuous informal contacts between these meetings. All meetings were attended by the company’s head of Human Resources.

During the year, the committee followed up and evaluated the share program for management and employees that was adopted at the 2007 AGM. The committee also reviewed and approved the remuneration structures for employees, and remuneration amounts for management. The president’s goals for 2007 were evaluated and assessed. On behalf of the Remuneration Committee, the Human Resources Department conducted salary reviews and benchmarking studies, which were presented to and discussed within the Remuneration Committee.

The Remuneration Committee also discusses strategically important personnel-related issues, such as leadership development and succession issues. In 2007, the Remuneration Committee was especially involved in strategic personnel-related issues arising from the changes that took place in the management group during the year.

Finance and Risk Committee

In addition to complying with the requirements of the Code, the board appoints a Finance and Risk Committee each year. The role of the committee is to ensure effective compliance with regulations and to assure effective and reliable processes to identify, manage, control and monitor risks. The Finance and Risk Committee deals with operational, IT, security and financial risks, including market, credit and liquidity risks. The Finance and Risk Committee is supported by the Compliance and Risk Control functions.

Members of the Finance and Risk Committee

Since the 2007 AGM, the Finance and Risk Committee has consisted of board members Sirkka Hämäläinen (chairman), Grace Reksten Skaugen and Jacob Wallenberg.

Work of the Finance and Risk Committee in 2007

During the year, the committee held six meetings at which minutes were taken and informal contacts were maintained between these meetings as needed. Representatives of management and the specialist functions attended the meetings. At each meeting, the Risk Control function reports on the current risk situation in, and follow ups on limits for, each area of operation. The Compliance function reports on changes in legislation and regulations, together with any updates of the Compliance policy that may be required.

During 2007, the work of the Finance and Risk Committee included revising parts of the Treasury policy concerning principles of leverage and the maturities of loans in the Treasury portfolio, and parts of the Compliance policy, owing to changes to disclosure regulations. The mandate for Active Portfolio Management was also analyzed and revised during the year. In addition, the Finance and Risk Committee focused considerably on information security in both internal and external information management. The project aims to further improve information security within Investor.

Information updated 2008-06-19 10:14:09