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CEO reported on the Group’s performance and financial<br />
position, including the outlook for the coming quarters.<br />
Investments, acquisitions and disposals were also considered.<br />
All acquisitions exceeding SEK 100 M are decided by<br />
the Board.<br />
The most important matters dealt with by the Board<br />
during the year included the merger of the two business<br />
units HID and ITG – a merger that was implemented in<br />
order to create further growth opportunities and conditions<br />
for continuing leverage of synergies – and the acquisitions<br />
of Aontec, Baodean, iRevo and Pemko.<br />
During the year, the Board also decided to propose an<br />
incentive program for Group employees to the Annual<br />
General Meeting and approved the adoption of a new<br />
insider policy. In addition, the Board decided to upgrade<br />
the Group’s financial targets.<br />
Fees to board members in 2007, SEK thousand (including committee work)<br />
Name and post Board<br />
Corporate governance report<br />
43<br />
Remuneration Committee<br />
During 2007, the Remuneration Committee comprised<br />
Gustaf Douglas (Chairman) and Sven-Christer Nilsson.<br />
The Remuneration Committee’s task is to draw up<br />
guidelines for the remuneration of the Executive Team.<br />
The Board then proposes that the Annual General Meeting<br />
should pass a resolution on these guidelines. The<br />
Committee also prepares proposals for changes in the<br />
company’s remuneration policy. This policy includes:<br />
• the balance between fixed and variable remuneration<br />
and the relationship between performance and<br />
remuneration,<br />
• the main terms and conditions for bonus and incentive<br />
programs,<br />
• the main terms and conditions for non-monetary benefits,<br />
pensions, period of notice and severance pay.<br />
Remuneration<br />
Committee<br />
Audit<br />
Committee<br />
Social<br />
Costs Total<br />
Gustaf Douglas, Chairman 750 100 – 87 937<br />
Melker Schörling, Vice Chairman 550 – 200 243 993<br />
Carl-Henric Svanberg, Vice Chairman 550 – – 178 728<br />
Carl Douglas, Member 350 – – 113 463<br />
Per-Olof Eriksson, Member 350 – 100 46 496<br />
Lotta Lundén, Member 350 – 100 146 596<br />
Johan Molin, Member, President and CEO – – – – –<br />
Sven-Christer Nilsson, Member 350 50 – 130 530<br />
Employee representatives (4) – – – – –<br />
Total 3,250 150 400 943 4,743<br />
The Board’s composition and shareholdings<br />
Name Post Elected Born<br />
Remuneration<br />
Committee<br />
Audit<br />
Committee<br />
Series A<br />
shares 1<br />
Series B<br />
shares 1<br />
Incentive<br />
program<br />
Series B<br />
shares<br />
Gustaf Douglas Chairman 1994 1938 Chairman – 13,865,243 21,750,000 –<br />
Melker Schörling Vice Chairman 1994 1947 – Chairman 5,310,080 9,404,734 –<br />
Carl-Henric Svanberg Vice Chairman 1994 1952 – – – 3,920,031 –<br />
Carl Douglas Member 2004 1965 – – – – –<br />
Per-Olof Eriksson Member 1995 1938 – Member – 12,000 –<br />
Lotta Lundén Member 2003 1957 – Member – – –<br />
Johan Molin Member, President<br />
and CEO 2006 1959 – – – 500,000 440,000<br />
Sven-Christer Nilsson Member 2001 1944 Member – – 2,500 –<br />
Seppo Liimatainen Employee representative 2003 1950 – – – 2,600 –<br />
Mats Persson Employee representative 1994 1955 – – – – –<br />
Per Edvin Nyström Employee representative,<br />
deputy 1994 1955 – – – 7,727 7,800<br />
Rune Hjälm Employee representative,<br />
deputy 2005 1964 – – – – –<br />
1 Including family and through companies.
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