Annual and Sustainability Report 2011 - Teracom

Governance structure
The Government
The Government Ownership
Policy
Nomination process
The Government Ownership
Policy
Annual General Meeting
Articles of Association
External audit
Audit plan
Teracom Group AB
Board of Directors
Rules of Procedure
Audit committee
Remuneration committee
Internal audit
Internal audit plan
President/CEO
Directive for the President/CEO
Teracom AB Teracom A/S Boxer TV-Access AB Boxer TV A/S Digi TV Plus OY
Rule 6.1 on the Chairman of the Board
The Code addresses the special role of the Chairman of the
Board. The Chairman of the Board in the Teracom Group AB is
appointed by the Annual General Meeting. If the Chairman steps
down during the term of office, the owner must immediately
appoint a new Chairman at an extraordinary general meeting of
shareholders. This is a deviation from the Code, which instead
stipulates that the Board may appoint its new Chairman.
Rules 6.3 and 8.2 on evaluation of the Board of Directors and
the President/CEO
The work performed by the Board of Directors must be evaluated
each year. The Code stipulates that the Chairman of the Board is
responsible for ensuring that the Board's work is evaluated and
that the nomination committee is informed of the results of the
evaluation. For companies that are wholly owned by the state,
the Swedish Government Offices, rather than the nomination
committee, must be informed of the evaluation results.
Teracom Group's Annual General Meeting
The Annual General Meeting (AGM) is Teracom Group AB's
highest decision-making body. It is the forum through which
the Government, in its role as shareholder, formally exercises
its control. The AGM appoints the Board of Directors
and auditors. It also makes decisions concerning such things
as changes to the articles of association and adopting the
balance sheet and income statement.
Teracom Group AB's AGM is held in Stockholm, where the
company's registered office is currently located. Notice of the
AGM and any extraordinary general meetings of shareholders,
where issues pertaining to a change to the articles of
association will be discussed, must be given no earlier than
six weeks and no later than four weeks prior to the meeting.
Notice of any other extraordinary general meetings of shareholders
must be given no earlier than six weeks and no later
than two weeks prior to the meeting. In addition to the rules
contained in the Swedish Companies Act and the Code, the
following principles apply to the shareholder meetings of
state-owned companies. Notice of the time and location
of the AGM must be sent to the Swedish Parliament (Riksdagens
Centralkansli) simultaneous to issuing such notice to
shareholders. Members of Parliament who wish to attend the
AGM must notify the Board in advance. Such notice should
be submitted at least one week prior to the AGM.
The public should be invited to attend the AGMs of stateowned
companies. For state-owned companies, arrangements
should be made in conjunction with the AGM for allowing
the public to present questions to the Board of Directors and
management team. State-owned companies must hold their
AGM before April 30 and any distribution of dividends must
take place no later than two weeks after the AGM.
Extraordinary General Meeting of Shareholders, Number 1, 2011
Teracom Group AB held an extra general meeting of shareholders
on March 22, 2011 as a step in the process of forming
a new Parent Company in the Group. At the meeting, the
following Board members were elected: Åsa Sundberg, Tobias
Henmark, Ingrid Engström, Lars Grönberg, Kristina Axberg-
Bohman, Urban Lindskog, Maria Curman and Nils Petter Tetlie.
Åsa Sundberg was elected Chairman of the Board.
The above list of members were at the same time elected
to the Board of Directors of Teracom AB.
PriceWaterhouseCoopers AB was appointed auditor for
the period of time until the next AGM.
Extraordinary General Meeting of Shareholders, Number 2, 2011
Teracom Group AB also held an extra general meeting of
shareholders on June 1, 2011. The meeting elected Johan
Hallberg as a new Board member to replace Tobias Henmark
and announced employee representatives John-Olof
Blomkvist, ST, with Stig-Arne Celin as deputy, and Magnus
Ahxner, Akademikerna, with Niklas Hanson as deputy.
The AGM-appointed Board members and employee representatives
are presented on pages 56-57. On the same day,
Teracom Group AB formally became the Parent Company
in the Group as the Government transferring the shares in
Teracom AB to Teracom Group AB.
2012 AGM
The 2012 AGM will be held in Stockholm on April 18.
50