Independence of Board members

The members of the Board of Directors meet the definition of ’independent director’ as set out in the NASDAQ OMX Stockholm Rule Book for Issuers and the Code in effect at their election at the 2009 AGM in accordance with the Swedish Corporate Governance Board’s instruction 1-2009.

Work of the Board in 2009

In 2009, the developments on the financial and industrial markets were unpredictable. This uncertainty has naturally had a considerable impact on the work of the Board. During the year, the Board held 15 meetings, of which eight were regular meetings, one was statutory and six were extraordinary. The attendance of each Board member is presented in the document on this page. The secretary at the Board meetings, with a few exceptions, was attorney Hans Wibom.

Before meetings, Board members were provided with comprehensive written information on the issues that were to be discussed. At the first few meetings of the year, a considerable amount of time was spent discussing the financial crisis and its effects on the companies in which Investor is an owner. Investor’s participation in SEB’s rights issue for SEK 15 bn. was preceded by a comprehensive in-house analysis, of which both the preparations and implementation were carried out by the Board.  This was also the case with Investor’s participation in Husqvarna’s rights issue. Within Operating Investments, an investment was made in Biovitrum after the Board discussed the acquisition based on documentation from Investor’s management.

However, due to the developments on the global market, the work of the Board in 2009, as was the case in 2008, consisted of internal and external presentations about financial markets in both individual countries and the world in general. 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 external experts at Investor’s Board meeting in New York in June 2009. 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 paid special attention during the year to the company’s financial position and liquidity, one of the results of which was an extension of the average maturity for Investor’s loans. At regular Board meetings, reports were delivered on the ongoing operations in the business areas, together with in-depthanalysis and proposed actions regarding one or more associated companies.

Committee work is an important part of the Board’s role. During the year, the Board has through a committee of independent Board members, reviewed the pension agreement with Peter Wallenberg that was entered into in 1997 and later revised in 1998. The committee has, besides its own analysis of the agreement, given two external legal experts the assignment to independently investigate the agreement´s legality. Based on the experts opinions, the independent committee has concluded that the pension agreement with Peter Wallenberg is legally binding and valid in accordance with the wording of the agreement.

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 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 investment in Biovitrum, received detailed presentations and considered a number of potential acquisitions. The Board also handled Biovitrum’s acquisition of Swedish Orphan International, in which Investor was one of two primary owners, and primarily Investor’s participation in Biovitrum’s financing of the acquisition.

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 in the market and legislation also led to stricter requirements for the treatment of corporate governance, remuneration, compliance 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. For this reason, during the year one of the Board meetings was held in Brussels and included detailed presentations by a number of EU representatives.

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.

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

Information updated 2010-03-18 16:10:51