Annual and Sustainability Report 2011 - Teracom

Teracom AB's 2011 AGM
Teracom AB's AGM was held on April 14, 2011. At the AGM,
the auditor from PriceWaterhouseCoopers AB delivered the
auditor's report to the owner, which then discharged the
Board of Directors from liability. The AGM adopted the annual
report for the 2010 financial year and decided, in accordance
with the Board's proposal, to distribute SEK 110 million as
dividends to the owner. The AGM approved the proposal that
was presented on remuneration and other employment terms
and conditions for senior executives. The minutes from the
general meetings of shareholders, with information about all
decisions, are available at www.teracom.se.
Composition of the Board of Directors
According to the Government Ownership Policy, each nomination
of a Board member shall be based on the competence need
of the company’s Board of Directors. The Government's goal
is that the Board shall have a high level of expertise, which is
well adapted to the company's business, situation and future
challenges. Board members are expected to have a high level
of integrity and exercise good judgment, as demanded of
state representatives. Each Board member must be capable of
making an independent assessment of the company's operations.
The composition of the Board should also be such that
there is balance between the number of men and women (at
least 40 percent representation for each gender). The percentage
of members elected by the AGM who are male is 50 (43) percent
for Teracom Group AB's Board of Directors. The average age
of Board members is 50 (53) years. The owner's assessment is
that, on the whole, the Board of Directors meets or exceeds the
requirements stated in the Government Ownership Policy.
Responsibility of the Board of Directors
The Board has the ultimate responsibility for the organization
and management of the Group's affairs. The Board is responsible
for ensuring that ccompany’s reporting to its owner and
the public provides a true and complete picture of the Group's
development, financial position and risks. Furthermore, the
Board is responsible for making sure that financial statements
are prepared in accordance with applicable laws and generally
accepted accounting principles. It must also ensure that the
Group complies with the recommendations set out in the OMX
Nordic Exchange Stockholm listing agreement. The Board must
reconcile with the owner on issues of significant importance,
such as the capital structure and long-term financing issues,
changes in strategy and acquisitions, mergers or divestitures.
The Board's Rules of Procedure, which the Board adopts
annually, contains, in addition to rules for the work of the
Board and the division of responsibility between the Board
of Directors and the President/CEO, instructions regarding
financial reporting that complement the provisions set out in
the Companies Act and the Code.
The Chairman of the Board has special responsibility for
leading the work done by the Board and making sure that
it carries out all of its assigned duties. Among other things,
the Chairman is responsible for making sure that every new
Board member receives appropriate introductory training
and that the Board regularly updates and deepens its
knowledge of the Group. The Chairman is also responsible for
the company's contacts with the owner and for relaying the
owner's views on ownership issues to the rest of the Board.
The duties of the Board of Directors
There were 10 Board meetings held in 2011 in the Group's
Parent Company, up until June 1 Teracom AB and thereafter
Teracom Group AB. Essentially, the work done by the Board
followed the adopted plan, which consisted of standing information
and decision items as well as special issues that must
be approved by the Board each year. Each meeting followed
an approved agenda and the underlying documentation was
distributed to the Board prior to the meeting or made available
on the Board's website. The company's auditors who
were elected at the AGM participated in a Board meeting
that was not attended by the company's management team.
At the meeting of the Board of Directors on March 16, 2011,
Teracom AB's auditor presented the findings from the audit
of the 2010 financial statements. The President/CEO and
Executive Vice President/CFO attended each Board meeting.
Representatives from the Group's senior management team
were invited to present certain issues. Standing items that
were covered at Board meetings included the President/CEO's
report and monthly financial reporting. Additionally, the
Board addressed several other issues at the meetings held in
2011. Particular attention was given to the following items:
• Strategic plan
• Budget
• Development in Boxer TV A/S and Digi TV Plus Oy
• The Group's organizational structure
• Reports from the audit committee on such items as internal
control and audits
• Corporate governance issues and Group-wide policies
• Annual and interim financial statements
Name Function in the Group Board of Directors Number of Board meetings Audit committee
Remuneration
committee
Åsa Sundberg Chairman of the Board 10/10 2/2
Kristina Axberg Bohman Board Member 10/10 7/7
Maria Curman Board Member 8/10 2/2
Ingrid Engström Board Member 10/10 2/2
Lars Grönberg Board Member 10/10 7/7
Johan Hallberg Board Member 6/6 2/2
Urban Lindskog Board Member 9/10 6/7
Nils Petter Tetlie Board Member 5/8
Tobias Henmark Board Member 4/4
John-Olof Blomkvist Board Member 7/10
Magnus Ahxner Board Member 9/9
Claes-Göran Persson Board Member 1/2
Stig-Arne Celin Board Member 2/2
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