Annual report 2008 - Comrod

than their director’s fees- director’s fees are not bonus-linked- directors have no close family ties to thechief executive officer- directors do not have or represent anysignificant business relationships with thecompanyAt least two of the shareholder-electeddirectors should be independent of thecompany’s principal shareholder.[1]The chief executive officer will not have aseat on the board.A description of the expertise andindependence of the directors will beincluded in the annual report.The period of election for directors is twoyears.Nomination committeeThe group has a separate nominationcommittee elected by the AGM.The nomination committee consists of threemembers, one of whom must be a director.The nomination committee will evaluatethe work and competence of the board, andpropose candidates for election as directors.The nomination committee will propose thefees to be paid to directors.The nomination committee’srecommendations and relevant informationon the candidates will be circulated withother documentation for the AGM.Work of the boardRegulations have been drawn up to governthe work of the board.The board organizes its work on the basis ofan annual schedule.The board will ensure that the group is wellmanaged, with a clear internal division ofresponsibility and tasks.Regulations for the chief executive officerhave been drawn up.The board will work with the chief executiveofficer and the auditor to ensure that thegroup is run in accordance with its basicvalues and ethical guidelines.An evaluation by the board of its ownwork will be submitted to the nominationcommittee.Board committees for remunerationand financial reporting have not beenestablished.Remuneration to the boardRemuneration to the board will reflect itsresponsibilities, expertise and use of time,and the complexity of its activities.Remuneration of the board will not bebonus-linked.Directors may be included in any shareoption schemes for senior executives in thegroup.Directors, or companies with which theyare connected, will not normally undertakespecial tasks for the company in addition totheir board duties.In special cases, a director may beasked to assist the management teamin particular matters. Such assignmentsmust be approved by the chief executiveofficer, and the board will also be informed.Remuneration will reflect normal levelsfor the type of assignment involved. Theposition must be mentioned in the annualreport.Directors and closely related parties mustobtain prior permission to deal in thecompany’s shares.Directors and closely related parties are notpermitted to engage in short-term dealing inthe company’s shares.Remuneration of senior executivesGuidelines have been drawn up for theComrod Communication Group Annual report 2008 85