18:33 - ISS

Corporate Governance
Corporate governance policies
and procedures
ISS is committed to good corporate governance. This is
a practice fundamental to all ISS’s activities as it benefits
stakeholders and the business itself.
Accordingly, although ISS was delisted from the Copenhagen
Stock Exchange in 2005 following a public tender offer by FS
Funding A/S (“FS Funding”), the company continues to apply
corporate policies and procedures based on the recommendations
applicable to companies listed on the Copenhagen
Stock Exchange. However, being privately held, some of the
recommendations primarily targeted at companies with a
broad shareholder base are not relevant for ISS.
Shareholders
ISS is a limited liability company incorporated and operating
under Danish law. The company is a wholly owned subsidiary
of FS Funding, which is indirectly owned by funds advised by
EQT Partners (“EQT”) and GS Capital Partners (the “Principal
Shareholders”).
EQT is a leading private equity group with operations in
Northern Europe and Greater China. EQT currently manages
approximately EUR 10.5 billion in 10 funds. In total, EQT funds
have invested approximately EUR 5 billion in about 50 companies.
EQT Partners, acting as exclusive investment advisor
to EQT, is headquartered in Stockholm and maintains offices
30 · ANNUAL REPORT 2006 | CORPORATE GOVERNANCE
in Copenhagen, Munich, Frankfurt, Helsinki and Hong Kong.
GS Capital Partners is the private equity vehicle through
which the Goldman Sachs Group, Inc. conducts its privately
negotiated corporate equity investment activities. Since 1986,
GS Capital Partners has raised corporate investment vehicles
with over USD 26 billion of assets under management. GS
Capital Partners is a global private equity group focused on
large, sophisticated business opportunities in which value
can be created by way of leveraging the resources of Goldman
Sachs.
Shareholders’ agreement
In connection with the financing and execution of the acquisition
of ISS, the Principal Shareholders entered into a shareholders’
agreement applying to any entities through which
EQT and GS Capital Partners hold their interest in ISS. The
description below relates to implications of the shareholders’
agreement on ISS.
Under the shareholders’ agreement the Board of Directors of ISS
(the “Board”) shall consist of six members excluding employee
representatives. EQT and GS Capital Partners are entitled to
nominate three directors each. EQT has the right to nominate
the Chairman of the Board, after consultation with GS Capital
Partners. In addition, each of EQT and GS Capital Partners is
entitled to appoint one deputy member of the Board who shall