Independence of Board Members

The composition of Investor’s Board of Directors meets the requirements concerning the independence of directors. Several of the Board members are directors of Investor’s holdings and they receive remuneration from these companies. It is the opinion of the Nomination Committee and the company that this remuneration does not entail a dependence of these members on Investor or its management.

Work of the Board in 2010

During the year, the Board held ten meetings, of which seven were regular meetings, one was statutory and two were extraordinary. The attendance of each Board member at these meetings is shown in the document to the right. Up until the 2010 AGM, the secretary at most of these Board meetings was attorney Hans Wibom. Petra Hedengran, General Counsel, took over the role of secretary for the Board meetings after the AGM. Prior each meeting, Board members were provided with comprehensive written information on the issues that were to be discussed.

During the year, the Board devoted considerable time to the acquisition of additional shares in Saab, the acquisition of Aleris and the acquisition of additional shares in Mölnlycke Health Care and NASDAQ OMX.

Prior to each acquisition, extensive analyses were conducted at Investor and then reviewed by the Board. At the time of the resolution of the Board to acquire Aleris, four of the Board of Directors, including the Chairman of the Board and the CEO, did not participate in the decision, due to the assessment of conflict of interest of such Board of Directors.

As one of the Board of Directors, Carola Lemne, is CEO of Praktikertjänst AB, which
business partially competes with Aleris, she has consequently been prevented from participating in the resolution regarding the acquisition of Aleris and hence she does
not participate in other resolutions that involve Aleris or its business during the board meetings, nor does she receive any information regarding said company.

The Board also devoted time to both internal and external presentations of the financial markets in particular countries, as well as from a global perspective. The Board discussed the development and the effects on industries, markets and individual companies, paying particularly close attention to Investor’s holdings and the longterm strategies of such holdings. For example, guest speakers were invited to give presentations at Investor’s Board meeting that was held in June in New York, as well as at the meeting in September in Shanghai.

The financial reports presented at every regular Board meeting, including those prior to the year-end and interim 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 were delivered on the ongoing operations in the business areas, together with in-depth analyses and proposed actions regarding one or more of the company’s holdings. Committee work is an important task performed by the Board.

During the year, the company’s management presented value-creating plans for
Core Investments, including analyses of the holdings’ operations and development
potential in the business areas where they are active. These analyses and their implications were discussed and assessed by the Board with a focus on the individual companies as well as in the context of overall strategic discussions. Similar presentations and discussions were held regarding holdings of Operating Investments.

Besides its efforts associated with the acquisition of Aleris and to acquire additional shares in Saab and Mölnlycke Health Care and NASDAQ OMX, the Board was given comprehensive presentations and information concerning a number of potential acquisitions and sales, Investor’s financing of acquisitions, and in the company’s holdings in the Core Investments and Operating Investments business areas.

The Board also received and discussed reports on the composition of portfolios and developments in the Private Equity Investments business area, including Investor’s
involvement in EQT and the operations of Investor Growth Capital.

Due to the company’s growing exposure in Asia in general, and in China in particular,
one of the Board meetings was held in Shanghai. At that meeting, the Board listened to presentations by guest speakers concerning the Chinese market and its development. The Board also visited some of the Core Investments’ production facilities in the area.

The acquisition of operating subsidiaries, changes in the market and legislation has increased the focus on 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 holdings 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. An evaluation of the work done by the Board was also conducted during the year, which provided the basis for the work of the Nomination Committee and for determining the focus of future Board work.

Information updated 2011-03-17 12:39:08