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ENVIRONMENTAL IMPACT<br />

The company has no operations requiring licensing or notifi cation according<br />

to Sweden’s environmental code. <strong>Intrum</strong> <strong>Justitia</strong>’s environmental impact is considered<br />

small, since the Group is engaged in offi ce-based operations. Moreover, in<br />

most countries the Group has a policy designed to minimize environmental impact,<br />

for example, by steering the choice of transports and travel toward alternatives<br />

with less environmental impact and by utilizing video and web conferencing.<br />

MARKET AND OUTLOOK<br />

Economic activity in Europe is expected to remain high in 2006, as will consumer<br />

spending. A further increase in debt levels can therefore be anticipated.<br />

As a whole, market development in 2006 should benefi t <strong>Intrum</strong> <strong>Justitia</strong> with the<br />

opportunity to increase volumes in its core business and good collection results.<br />

For 2006 to be successful, it is also important that the Group takes advantage<br />

of opportunities in the Purchased Debt service line.<br />

FINANCIAL TARGETS<br />

The Group’s long-term fi nancial target is to achieve average organic growth of<br />

at least 10 percent per year over a business cycle. Moreover, the Group actively<br />

seeks opportunities to grow through selective acquisitions.<br />

The Group’s other fi nancial target is a net debt/equity ratio (interest-bearing<br />

net debt as a percentage of shareholders’ equity and minority interests) that<br />

does not exceed 100 percent over the long term.<br />

PARENT COMPANY<br />

The publicly listed Parent Company, <strong>Intrum</strong> <strong>Justitia</strong> AB (publ), owns the subsidiaries,<br />

provides the Group’s head offi ce functions, and handles certain Group-wide<br />

development, services and marketing activities.<br />

The Parent Company had revenues of SEK 29.0 M (39.0) and reported pretax<br />

earnings of SEK 2.2 M (–67.5).<br />

The Parent Company invested SEK 0.7 M (0.5) in fi xed assets during the<br />

year and had liquid assets of SEK 0.0 M (7.7) at year-end. The average number<br />

of employees was 23 (23).<br />

EVENTS AFTER CLOSING DATE<br />

New legal structure<br />

In January 2006 the Group modifi ed its legal structure, whereby most of its<br />

operating subsidiaries, which were previously owned through a wholly owned<br />

holding company in the Netherlands, are now owned directly by the Parent<br />

Company, <strong>Intrum</strong> <strong>Justitia</strong> AB. The restructuring provides more effi cient controls,<br />

simplifi es administration and makes it possible for profi t-generating subsidiaries<br />

to pay dividends directly to the Group’s Parent Company.<br />

Nomination Committee’s proposal to Annual General Meeting 2006<br />

On February 1, 2006 the Nomination Committee announced its proposal to<br />

increase the number of Board Members to eight. The Nomination Committee<br />

has proposed the re-election of Sigurjón Th. Árnason, Helen Fasth-Gillstedt,<br />

Lars Förberg, Bo Ingemarson and Jim Richards and election of Lars Lundquist,<br />

Michael Wolf and Lars Wollung as new Board Members. Björn Fröling and Leif<br />

Palmdahl have declined re-election. Furthermore, the Nomination Committee<br />

proposes the election of Lars Lundquist as Chairman of the Board and Bo<br />

Ingemarson as Deputy Chairman. Further information on the Nomination<br />

Committee and its proposals can be found in the corporate governance report<br />

on page 64 and on the Company’s web site, www.intrum.com.<br />

OTHER<br />

Shareholders<br />

The company’s largest shareholders as of December 31, 2005 were Landsbanki<br />

Íslands, Parkerhouse Investments and Cevian Capital. Please refer to the table on<br />

page 27.<br />

THE WORK OF THE BOARD OF DIRECTORS<br />

According to <strong>Intrum</strong> <strong>Justitia</strong>’s Articles of Association, the Board of Directors<br />

shall consist of no less than fi ve and no more than nine members with no more<br />

than four deputies. The Annual General Meeting on April 27, 2005 elected eight<br />

Board members and no deputies. Due to changes in ownership, two Board<br />

members resigned (Gerard De Geer and Christian Salamon). Following the election<br />

at the Extraordinary General Meeting on November 24, 2005, the Board of<br />

Directors consists of seven members: Bo Ingemarson, Björn Fröling, Sigurjón<br />

Th. Árnason (newly elected), Helen Fasth-Gillstedt, Lars Förberg, Leif Palmdahl<br />

and Jim Richards, with no deputies.<br />

The composition of the Board of Directors complies with the requirements<br />

in the Swedish Code of Corporate Governance and Stockholmsbörsen’s<br />

requirements regarding the number of independent directors in relation to the<br />

company, management and principal shareholders.<br />

The Board has established an Audit Committee and a Remuneration<br />

Committee. These committees are subordinate to the Board and do not relieve<br />

the members of the Board of any of their duties and obligations. There is otherwise<br />

no overall delegation of the Board’s work between its members.<br />

The Board’s rules of procedure<br />

At its meeting every year following the Annual General Meeting, the Board reassesses<br />

and establishes the rules of procedure for its work, including instructions<br />

on the delegation of responsibilities between the Board, the President and the<br />

committees within the Board, as well as on the format for the company’s<br />

fi nancial reporting.<br />

The rules of procedure are based on the Swedish Companies Act’s guidelines<br />

on the overall responsibilities of the Board of Directors and President and<br />

otherwise on the decision-making procedure approved by the Board.<br />

Board meetings<br />

The Board meets regularly in accordance with the schedule laid down in the<br />

rules of procedure, which also includes recurring decision points. The decisions<br />

of the Board are made after an open discussion led by the Chairman.<br />

In 2005 the Board held 11 meetings (previous year 14).<br />

Audit Committee<br />

The purpose of the Audit Committee is to ensure a high standard of quality in<br />

audits of the company and the Group and to facilitate contacts between the<br />

Board of Directors and the company’s auditor. The committee also works to<br />

improve quality in the monitoring and control of the company’s fi nancial exposure<br />

and risk management.<br />

The Audit Committee consists of three members of the Board, who in 2005<br />

were Björn Fröling (Chairman), Bo Ingemarson, Maria Lilja (through April 27, 2005)<br />

and Helen Fasth-Gillstedt (from April 27, 2005). The company’s CFO and the<br />

auditor elected by the Annual General Meeting are co-opted to the committee’s<br />

meetings, as is the Group Chief Accountant when necessary. The Audit Committee<br />

met four times in 2005. The Audit Committee reports to the Board, which makes<br />

the fi nal decisions.<br />

Remuneration Committee<br />

The purpose of the Remuneration Committee is to evaluate the Group’s overall<br />

remuneration structure, fi xed and variable remuneration components, and<br />

other benefi ts to senior executives and executives who report directly to the<br />

President.<br />

In 2005 the Remuneration Committee consisted of three Board members<br />

until April 27, and two thereafter. The Remuneration Committee’s members in<br />

2005 were Bo Ingemarson (Chairman), Lars Förberg and Reinhold Geijer (through<br />

April 27, 2005). The company’s human resources director and, when necessary,<br />

the President, attend the committee’s meetings. In 2005 the committee met<br />

seven times. The Group strictly applies the grandfather principle. The Remuneration<br />

Committee reports to the Board, which makes the fi nal decisions.<br />

Other<br />

More information on the work of the Board of Directors and its committees can<br />

be found in the corporate governance report on page 64. More information on<br />

internal control of fi nancial reporting can be found in the Board’s report hereon on<br />

page 70.<br />

33

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