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Corporate governance report<br />
present. The CEO, auditor and chairman of the Nomination<br />
Committee were present.<br />
Nomination Committee<br />
The task of the Nomination Committee, among others, is<br />
to nominate Board members for election at the next Annual<br />
General Meeting. The 2015 Annual General Meeting resolved<br />
that the Chairman of the Board shall convene the five<br />
largest shareholders of the company based on known voting<br />
power at the end of August to appoint a member each to the<br />
Nomination Committee. The composition of the Nomination<br />
Committee ahead of the 2016 Annual General Meeting<br />
was announced on October 8, 2015: Johan Strandberg (SEB<br />
Fonder), Hans Hedström (Carnegie Fonder), Katja Bergqvist<br />
(Handelsbanken Fonder), Mats Gustafsson (Lannebo Fonder)<br />
and Tomas Flodén (AMF and AMF Fonder). The Chairman<br />
of the Board, Lars Lundquist, serves as a co-opted member<br />
of the Nomination Committee. The Group’s legal counsel<br />
has served as the secretary of the Nomination Committee.<br />
Besides nominating the Board members, the Chairman of<br />
the Board and the Chairman of the Annual General Meeting,<br />
the duties of the Nomination Committee include evaluating<br />
the Board and its work, proposing a Chairman for the Annual<br />
General Meeting, proposing compensation for the Board and<br />
its committees, and proposing candidates for auditors’ elections<br />
and compensation for auditors. The Chairman of the Board has<br />
reported the results of the annual Board evaluation to the Committee,<br />
which also held individual meetings with certain Board<br />
members. The Nomination Committee’s proposals to the 2016<br />
Annual General Meeting were announced in the notice to attend<br />
the Annual General Meeting. Shareholders have been offered the<br />
opportunity to submit proposals to the Nomination Committee.<br />
The Nomination Committee held four meetings for which<br />
minutes were recorded. No compensation has been paid to the<br />
members of the Nomination Committee.<br />
BOARD OF DIRECTORS<br />
The Board of Directors has the overarching responsibility for<br />
administering Intrum Justitia’s affairs in the interests of its<br />
shareholders. The Board consists of seven elected members<br />
and one employee representative with a deputy appointed<br />
by the Unionen trade union. At the 2015 Annual General<br />
Meeting, seven Board members were elected with no deputies.<br />
Lars Lundquist was elected as Chairman of the Board.<br />
Further information about the Board members, including<br />
their share holdings, can be found on pages [X]. All Board<br />
members elected by the Annual General Meeting are considered<br />
to be independent in relation to the company and its<br />
management as well as in relation to the principal shareholders.<br />
The composition of the Board thereby complies with<br />
the requirements of the Code in this respect. The President<br />
of the company is not a member of the Board, but attends<br />
all Board meetings except when the evaluation of the Board’s<br />
work and the President are on the agenda. The Secretary of<br />
the Board is the Group’s General Counsel. The Board of<br />
Directors has established an Audit Committee and a Remuneration<br />
Committee. The committees are mainly subordinated<br />
to the Board and do not relieve the Board members of<br />
their duties and responsibilities. The committees are presented<br />
in more detail on the following pages.<br />
THE BOARD’S RULES OF PROCEDURE<br />
Each year, the Board of Directors reassesses and sets rules of<br />
procedure, instructions for the two committees and instructions<br />
for the President. The latter also includes instructions<br />
regarding financial reporting. These control documents<br />
contain instructions on the delegation of responsibilities<br />
and work between the Board, the President and the Board<br />
committees, as well as the forms of the company’s financial<br />
reporting. The Board’s rules of procedure are based on the<br />
overarching rules included in the Swedish Companies Act<br />
on the overall responsibilities of the Board and President<br />
and otherwise on the decision-making procedure approved<br />
by the Board. In addition the rules of procedure primarily<br />
govern other issues such as:<br />
• number of Board meetings and decision points normally<br />
on the agenda at each meeting,<br />
• the duties of the Chairman, the President and CEO,<br />
Attendance at Board meetings in 2015<br />
Matts<br />
Ekman<br />
Lars<br />
Lundquist<br />
Joakim<br />
Rubin<br />
Charlotte<br />
Strömberg<br />
Synnöve<br />
Trygg<br />
Fredrik<br />
Trägårdh<br />
Magnus<br />
Yngen<br />
28 January ● ● ● ● ● ● ●<br />
9 February ● ● ● ● ● ● ●<br />
11 March ● ● ● ● ● ●<br />
19 March ● ● ● ● ● ● ●<br />
21 April ● ● ● ● ● ● ●<br />
22 April ● ● ● ● ● ● ●<br />
2 June ● ● ● ● ● ● ●<br />
Ragnhild<br />
Wiborg<br />
Sebastian<br />
Földes<br />
4 June ● ● ● ● ● ● ●<br />
24 June ● ● ● ● ● ● ●<br />
15 July ● ● ● ● ● ● ●<br />
26 August ● ● ● ● ● ●<br />
23-24 September ● ● ● ● ● ● ●<br />
28 September ● ● ● ● ● ● ●<br />
20 October ● ● ● ● ● ● ● ● ●<br />
1 November ● ● ● ● ● ● ● ●<br />
18 November ● ● ● ● ● ● ● ●<br />
27 November ● ● ● ● ● ● ●<br />
7 December ● ● ● ● ● ● ● ● ●<br />
15 December ● ● ● ● ● ● ● ● ●<br />
● participated<br />
Karolina<br />
Sandahl<br />
Intrum Justitia Annual Report 2015<br />
83
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