Independence of the Board Members

The compilation of Investor’s Board complies with the NASDAQ OMX Stockholm AB Rule Book for Issuers regarding the independence of Board members and, as such, it also fulfills the requirements of the Swedish Code of Corporate Governance.

Board Work in 2008

The past year was a very turbulent year on the financial and industrial markets. This turbulence has also had an impact on the work conducted by the Board. During the year, the Board held 13 meetings, including seven regular, one statutory and five extraordinary meetings. The attendance record of each Board member is shown in the table in the attached document. 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.

The meetings early in the year devoted a significant amount of time to Scania, which eventually led to the sale of Investor’s Scania holdings to Volkswagen. The sale was one of the largest business transactions on the Swedish market in 2008 and extensive work and preparation for the sale was carried out by the Board. The sale also served to strongly secure Investor’s liquidity, which was particularly satisfying given the weakening of the world economy during the later months of the year. In Operating Investments, Lindorff was acquired following discussions at a number of meetings by the Board regarding the acquisition and related financial and strategic issues. The Board utilized documentation submitted by Investor’s management during these discussions.

However, due to the developments on the global market, the work of the Board in 2008 consisted of a significantly higher number of internal and external presentations about the financial markets in both individual countries and the world in general than normal. During these meetings, the Board discussed the developments and their effects on industries, markets and individual companies, paying particularly close attention to Investor’s associated companies as well as the company’s long-term strategy. For example, presentations were held by three external lecturers at Investor’s Board meeting in New York in June 2008.

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. Given the uncertainty on the financial market, the Board also focused more closely on the company’s financial position and liquidity during the year. At regular Board meetings, reports were delivered on the ongoing operations in the business areas, together with in-depth analysis and proposed actions regarding one or more associated companies.

Committee work is an important part of the Board’s role. A more detailed description of the work conducted by the committees is presented in each committee’s respective section.

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

In Operating Investments, the Board dealt with the completed acquisition of Lindorff, received detailed presentations and considered a number of potential acquisitions, including Vin & Sprit, for which, however, French Pernod Ricard was prepared to pay a significantly higher price. 

Reports, which were also discussed by the Board, were presented regarding the composition of the portfolio and developments in the Private Equity business area, including Investor’s involvement in EQT and the operations of Investor Growth Capital. 

Changes to 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 2008, the Board’s work was also evaluated by an external auditor to provide information as a basis for the work of the Nomination Committee and the ongoing work of the Board.

Information updated 2009-03-27 10:48:02