Corporate governance report - Intrum Justitia

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