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Board of Directors’ Report
2011 amounted to EUR 5.3 M with an operating
margin of about 8 percent.
The purchase consideration was paid
in connection with the finalization of the
transaction and amounted to EUR 8 M based
on a net debt-free valuation. The agreement
also allows for an additional purchase
consideration of up to EUR 32 M in 2013-
2015, which is to be paid if certain financial
targets are achieved. In that eventuality,
most of the purchase consideration will be
paid in 2015. Including a possible additional
purchase consideration, the company’s
valuation on a net debt-free basis in relation
to EBIT is considerably lower than Intrum
Justitia’s corresponding valuation at the time
of acquisition. The acquisition is expected
to contribute positively to Intrum Justitia’s
earnings per share in 2012.
The acquisition was completed on January
31, 2012 and will therefore be consolidated
from February 1, 2012. The acquisition
analysis had not been completed at the
time of publishing the annual report.
New regional manager in Central Europe
As of February 8, 2012 Per Christofferson,
the Group’s Director of Credit Management
Services, became the acting regional
manager for Central Europe. This is a
consequence of the decision by the former
regional manager, Thomas Hutter, to leave
that position to instead become the President
of the Swiss subsidiary. Hutter was
previously responsible both for the region
and for the Swiss operations. The process
of recruiting a new regional manager has
commenced and is expected to be completed
in the first half of 2012.
Bond loan (Medium Term Note)
In March 2012 Intrum Justitia issued bonds
for SEK 1 billion within the frame-work for
the company’s MTN program. The bonds
are unsecured and extend over a period of
five years, maturing in March 2017. Of the
total amount SEK 575 M has been issued at
a fixed coupon of 5.125 percent and SEK
425 at available rate of STIBOR 3 months
+3.10 percent.
THE SHARE AND SHAREHoLDERS
At year-end the company had 79,744,651
outstanding shares following the cancellation
in 2011 of the 250,000 that were repurchased
in 2008 and held as treasury shares. All shares
42 ANNUAL REPORT 2011
carry equal voting rights and an equal share in
the company’s assets and earnings.
The company’s largest shareholders at yearend
were Fidelity Investment Management
(10.0 percent of the share capital), Carnegie
Funds (5.9), Lannebo Funds (4.6) and Cap-
Man Oyj (4.5). See also the table on page 34.
The Articles of Association do not contain
any preemption clauses or other limitations on
the transferability of the shares, and there are
no other circumstances that the company is
obliged to disclose according to the provisions
in chapter 6, paragraph 2a, sections 3-11 of the
Annual Accounts Act.
BoARD WoRk
According to Intrum Justitia’s Articles of
Association, the Board of Directors shall
consist of no less than five and no more
than nine members with no more than four
deputies. All members are elected by the
Annual General Meeting.
In 2011 the Board held 13 meetings (11
the previous year).
For a description of the work of the
Board, please see the Corporate Governance
Report on pages 84-99. The Corporate
Governance Report is also available at the
corporate website www.intrum.com.
THE BoARD of DIRECToR’S PRoPoSAL
REgARDINg PRINCIPLES foR REmUNERA-
TIoN AND oTHER TERmS of EmPLoYmENT
foR SENIoR ExECUTIVES
The 2011 Annual General Meeting resolved
to adopt remuneration principles for senior
executives and these are summarized in Note
30. The Board proposes the following guidelines
for resolution by the 2012 Annual General
Meeting:
The Board proposes that the guidelines
be approved by the Annual General Meeting
and that they be applied during the period
until the 2013 Annual General Meeting.
The guidelines apply to the President
and the members of Intrum Justitia’s Group
Management Team. The proposal has been
prepared by the Board and its Remuneration
Committee.
Intrum Justitia’s success depends upon
the commitment and professionalism of its
staff. Total remuneration shall be competitive
within each market in which Intrum
Justitia is present to attract, motivate and
retain highly skilled executives. Individual
remuneration levels shall be based on the
factors of competence, responsibility and
performance.
The total remuneration may be based
upon four main components: base salary,
short and long-term variable salary programs
and pension benefits. In addition, other benefits
of limited value, such as a company car,
may also be offered.
The base salary depends on the complexity
of the work and the individual’s work
performance and competence. The variable
remunerations shall be capped. The short and
long-term variable remuneration shall further
be balanced so that the maximum short-term
part does not exceed 50 percent of the total
maximum outcome of the year’s total variable
salary program. There are deviations from
this in a few older employment contracts.
Short-term variable salary
Short-term variable salary is set for one year
at a time and shall be subject to the achievement
of predetermined and measurable
goals. Such targets may be individual and
general, as well as qualitative and quantitative.
Goals shall be agreed in writing.
Profitability-based objectives and discretionary
based objectives related to the ongoing
strategy transformation are examples of
objectives used.
The one-year variable part of the salary
contribute to decrease the share of fixed costs
and to focus the efforts on fields of activity
that the Board wants to prioritize.
Short-term variable salary shall be maximized
at 50 percent of fixed annual salary.
There are deviations from this in a few older
employment agreements.
For the President and other current senior
executives, the cost for the short-term variable
salary program for 2012 is not estimated to
exceed MSEK 13.6 excluding social charges.
Long-term variable salary
The aim of Intrum Justitia’s long-term variable
salary programs is to stimulate participants,
whose efforts are deemed to have a
direct impact on the group’s results, profitability
and value growth, to further increased
efforts, by aligning their long-term interests
and perspective with those of the shareholders.
The aim of the program is further to
create a long-term commitment to Intrum
Justitia, to strengthen the overall perspective
of Intrum Justitia and to offer participants an
opportunity to share in Intrum Justitia’s long-