Corporate governance report - Intrum Justitia

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Helen Fasth-Gillstedt Lars Förberg Matts Ekman Ársæll Hafsteinsson HELEN FASTH-GILLSTEDT, 45 Director since 2005. Ms. Fasth-Gillstedt is Vice President for Strategic Leadership of the SAS Group. She has worked in several positions in the Scandinavian airline and travel group since 1998 and spent twelve years in management positions at the Norwegian oil company Statoil. Ms. Fasth- Gillstedt holds a M.Sc. from the Stockholm School of Economics. No. of shares in Intrum Justitia AB: 0 No. of call options: 40,000 MATTS EKMAN, 61 Mr. Ekman has served as Executive Vice President and Chief Financial Officer of the Vattenfall Group. Formerly he was Chief Financial Officer of Gränges AB and thereafter Chief Financial Officer of AB Electrolux. He is Chairman of Handelshuset Ekman & Co and a Director of Investment AB Öresund, Profoto AB and Spendrup Invest. He is also a member of the Advisory Board of Svenska Calyon (formerly Banque Credit Agricole Indosuez). Ekman has an MBA from Lund University and an MBA from the University of California at Berkeley. No. of shares in Intrum Justitia AB: 2,000. No. of call options: 0. LARS FÖRBERG, 42 Director since 2004. Mr. Förberg is Managing Partner of Cevian Capital. He was formerly Chief Investment Officer at Custos and Investment Manager at Nordic Capital. He holds a M.Sc. from the Stockholm School of Economics. No. of shares in Intrum Justitia AB: 0 No. of call options: 0 ÁRSÆLL HAFSTEINSSON, 49 Managing Director of Landsbanki Ísland’s Legal Division, including Credit Risk Control, Operational Risk and Group Compliance Branch Management. Formerly Mr. Hafsteinsson worked for Búnaðarbanki Íslands hf. (now Kaupthing Bank), serving as head of the bank’s legal department and thereafter as Chief Legal Officer. He is a board member of various companies and funds, including Búnaðarbanki Employees’ Pension Fund, Creditinfo Group hf. and Intrum á Íslandi hf. Mr. Hafsteinsson is a law graduate from the University of Iceland. No. of shares in Intrum Justitia AB: 0. No. of call options: 0. CORPORATE GOVERNANCE REPORT Lars Wollung DIRECTORS’ INDEPENDENCE All directors are independent in relation to the company and its management. All directors other than Ársæll Hafsteinsson, Managing Director of Landsbanki Ísland’s Legal Division, and Lars Förberg, Managing Partner of Cevian Capital, are independent in relation to the largest shareholders. LARS WOLLUNG, 46 Director since 2006. Mr. Wollung is President and Chief Executive Officer of the management and IT consulting company Acando. He was one of the founders of Acando in 1999 in his position as Vice President and in 2001 became President. For nine years he worked as a management consultant at McKinsey & Company with international assignments in fields such as corporate strategy, organizational changes and operational improvement programs. He is Chairman of Transia AB and Mountainlife AB. Mr. Wollung holds a M.Sc. in Economics from the Stockholm School of Economics and a M.Sc. in Engineering from the Royal Institute of Technology in Stockholm. No. of shares in Intrum Justitia AB: 0 No. of call options from Cevian Capital: 40,000 AUDITOR Carl Lindgren, 49 Chief Auditor since 2004. Mr. Lindgren is an Authorized Public Accountant at KPMG Bohlins and a Director of KPMG Sweden since 2000. Other auditor’s duties for Arla, Brummer & Partners, Investor, MTG and Nordea. No. of shares in Intrum Justitia AB: 0 No. of call options: 0 Intrum Justitia AB Annual Report 2007. Corp. id. no: 556607-7581 71
CORPORATE GOVERNANCE REPORT an evaluation of the Board and the work of individual members during the year. This evaluation has since been reported to the Nomination Committee, together with an assessment of the needs for special competence on the Board and an analysis of available resources. The Nomination Committee’s proposal for the Chairman and other Board members, Board fees, committee work compensation, auditors and the Chair of the Annual General Meeting 2008 were announced on December 20, 2007 and are presented in the notice to the Annual General Meeting 2008. The proposals will be presented to the Annual General Meeting for resolution. Shareholders have been offered the opportunity to submit proposals to the Nomination Committee. No such proposals have been submitted within the assigned time period. After its appointment the Nomination Committee met once in December 2007. All members were present at this meeting. No compensation has been paid to the Chairman of the Nomination Committee or to any other member of the committee for their work. COMPOSITION OF THE BOARD According to Intrum Justitia’s articles of association, the Board shall consist of at least five and no more than nine members with no more than four deputies. All members are elected by the Annual General Meeting. The Annual General Meeting on April 25, 2007 elected seven Board members with no deputies. Lars Lundquist was elected Chairman of the Board and Bo Ingemarson Deputy Chairman. The Board is composed to effectively support and control the work of the management. All Board members are independent in relation to the Company and its management. All members except Ársæll Hafsteinsson (Landsbanki Íslands) and Lars Förberg (Cevian Capital) are independent in relation to the principal shareholders. The composition of the Board thereby complies with the requirements of both the Code and the OMX Nordic Exchange Stockholm with respect to the number of indepen- BOARD OF DIRECTORS FOLLOWING AGM ON APRIL 25, 2007 Name Position Born Nationality Elected 72 Intrum Justitia AB Annual Report 2007. Corp. id. no: 556607-7581 dent members in relation to the Company, its management and principal shareholders. The President of the Company is not a member of the Board, but attends all Board meetings except when the evaluation of the Board’s work and the President are on the agenda. The Secretary of the Board is the Group’s General Counsel, Eva Kanyuk. The Board has appointed an Audit Committee, a Remuneration Committee and an Investment Committee for purchased debt from among its members. The committees are subordinated to the Board and do not relieve the Board members of their duties and responsibilities. Other than the abovementioned committees, there is no general delegation of the Board’s work among its members. The committees are presented in more detail on the following pages. THE BOARD’S RULES OF PROCEDURE At its statutory meeting every year following the Annual General Meeting the Board reviews and establishes the rules of procedure for its work, including instructions on the delegation of responsibilities and work between the Board, the President and the Board committees, as well as the forms of the Company’s financial reporting. The rules of procedure are based on the rules of the Swedish Companies Act on the overall responsibilities of the Board and President and otherwise on the decision-making procedure approved by the Board. In addition to the delegation of responsibility that generally applies according to the Companies Act, the rules of procedure primarily govern the following: � Keeping of Board meetings and decision points normally on the agenda at each meeting; � The duties of the Chairman, the President and CEO, and the Remuneration, Investment and Audit Committees, specifying the delegation of the Board’s decisionmaking authority and which issues always require a decision by the Board; Nomination Committee Audit Committee Remuneration Committee � The Board’s internal discussions and minutes, which are treated confidentially. THE MEETINGS OF THE BOARD The Board meets regularly in accordance with the schedule laid down in the rules of procedure. Every Board meeting follows a predetermined agenda. The agenda and background information on each information or decision point are sent to all Board members well in advance of each meeting. Decisions by the Board are taken after an open discussion led by the Chairman. In 2007 the Board held nine meetings (12 the previous year). The main discussion topics of the meetings were as follows: � The Group’s results and financial position � Interim reports � Auditors’ reviews (external and internal audits) � Strategies for the Group � Risk management issues and internal control of, among other things, financial reporting � Compliance issues (including in Norway) � Reviews of core processes � Acquisitions and joint ventures � Special action programs for underperforming countries and operations � Payroll and compensation issues, including incentive programs � Evaluation of the Board’s work and evaluation of the President and CEO � Financial objectives � Regionalization of operations � Acquisition of minority interest in Eastern European subsidiaries. Among the areas that the Board continued to focus on in 2007 was the Purchased Debt service line, which was distinguished by greater intensity. Around a thousand portfolios were evaluated during the year. Special attention was again devoted to strategic and organizational issues, with an emphasis on the projects initiated in autumn 2007. According to previous practice, the Board met twice with the Company’s auditor, on one occasion without the presence of the President or other members of management. Investment Committee Independence1) Total annual fee2) SEK Shares 3) Matts Ekman Member 1946 Sweden 2007 – – – Member Yes 333,333 2,000 0 Helen Fasth-Gillstedt Member 1962 Sweden 2005 – Member – – Yes 350,000 0 40,000 Lars Förberg Member 1965 Sweden* 2004 – – Member Member No 366,667 0 0 Ársæll Hafsteinsson Member 1958 Iceland 2007 – – – – No 300,000 0 0 Bo Ingemarson Deputy Chairman 1950 Sweden 2002 – Chairman – – Yes 400,000 15,584 40,000 Lars Lundquist Chairman 1948 Sweden 2006 Co-opted Member Chairman Chairman Yes 716,667 15,000 50,000 Lars Wollung Member 1961 Sweden 2006 – – – Member Yes 333,333 0 40,000 1) In relation to the principal shareholders. All members are independent in relation to the Company and the management. 2) From AGM 2007 to AGM 2008. 3) Holdings of shares in Intrum Justitia AB include those held via companies and by related parties and are valid as per December 31, 2007. * Domiciled in Switzerland. Call options
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Corporate governance report - Intrum Justitia

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