I. Table of Contents - ISS

tatiana\Bank Book\Public Bank Book\FINAL ISS PUBLIC Bank IM - Press Release to EMTN_1.doc 9 Nov 2005 10:32 64/91
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Corporate Governance and Management
banking transactions. He began his investment career in 1991 in the business development area of
IBM where he focused on developing investment strategies for emerging technologies in which IBM
had made significant R&D investments. Mr. De Nor graduated from Texas A&M University with a BS
in Electrical Engineering and received an MBA from Rice University’s Jesse H. Jones School of
Administration.
The Principal Shareholders intend to elect at least two additional directors with relevant industry
experience.
B. Board of Directors of ISS Management
ISS Management is a direct subsidiary of ISS Global. The membership of ISS Management’s Board of
Directors is identical to that of the Boards of Directors of ISS Holding, ISS and ISS Global, except that
the Board of Directors of ISS Management includes the following directors elected by its employees:
Karina Deacon, Executive Vice President, Head of Corporate Finance and Control of ISS
Management; Flemming Quist, Finance Manager with ISS Management; and Tina Hilligsø, a secretary
with ISS Management.
C. Executive Management Board of ISS Management
The overall strategy of the Group is determined by the members of the Board of Directors of ISS
Holding and the Boards of its subsidiaries ISS and ISS Global. The Group’s day-to-day operations are
managed by the Executive Management Board of ISS Management pursuant to a Management
Services Agreement.
On June 30, 2005, ISS entered into a Management Services Agreement with ISS Management, a
wholly owned subsidiary of ISS Global, to which ISS Holding and ISS Equity subsequently acceded.
Under this agreement, ISS Management provides certain operational management services for the
subsidiaries of ISS Global and certain administrative services for ISS, ISS Equity, ISS Holding and ISS
Global. Under the agreement, ISS Management has also assumed the obligations of ISS under its
management and royalty agreements with the operating subsidiaries of ISS Global. However,
decisions regarding the Group’s strategy, financing and other policy matters continue to be made by,
and are the responsibility of, the Boards of ISS Holding, ISS and ISS Global. In order to reflect the new
governance structure, the officers and employees of ISS were transferred to ISS
Management effective July 1, 2005. As consideration for such management services, ISS
Management will receive a fee agreed with the management of the subsidiaries of each country.
ISS Management has a two-tiered board structure consisting of a Board of Directors and an Executive
Management Board. The Board of Directors supervises the Executive Management Board’s
performance of its duties under the Management Services Agreement. The two bodies are separate
and do not have overlapping members.
The following table sets forth information concerning the members of the Executive Management
Board of ISS Management.
Table 28: Executive Management Board, ISS Management
Name Age Position
Eric S. Rylberg 48 Chief Executive Officer
Thorbjørn Graarud 53 Chief Operating Officer, Northern Europe and Asia
Jeff Gravenhorst 43 Chief Financial Officer
Karsten Poulsen 41 Chief Treasury Officer
Flemming Schandorff 56 Chief Operating Officer, Continental Europe and Overseas
Effective July 1, 2005, in connection with the execution of the Management Services Agreement, the
executive directors of ISS were appointed to the Executive Management Board of ISS Management
and resigned from their positions with the Executive Management Board of ISS.
Eric S. Rylberg has been Chief Executive Officer since 2000. Mr. Rylberg joined ISS as its Chief
Financial Officer in 1997. From 1996 to 1997 he was the Chief Executive Officer of Jacob Holm &