Download PDF version - Bisnode

24
CORPORATE
GOVERNANCE
Bisnode’s organisation, with operations in 17 countries, makes
clear and well implemented corporate governance an important
platform for the Group.
In the Bisnode Group, governance, management
and control are divided between
the shareholders, Board of Directors, ceo,
executive management team and managing
directors of the operating companies.
Corporate governance is regulated by
Swedish law, primarily by the Swedish
Companies Act, and by the rules and recommendations
issued by relevant organisations.
The Board of Bisnode Business Information
Group has established requirements for all
companies in the Group for corporate governance,
including both a mandatory section
and a section that is strongly recommended.
Bisnode’s organisation, consisting of many
independent companies in 17 countries,
makes the Group heavily reliant on the
use of sound internal control systems and
procedures, as well as on compliance with
these procedures.
Work of the Board of Directors
In 2010 Bisnode’s Board of Directors held
eight scheduled meetings. The primary tasks
of the Board of Directors are to:
• Formulate and adopt Bisnode’s strategy for
attaining its overall operating goals.
• Review and adopt Bisnode’s annual
budget.
• Review and submit Bisnode’s annual
report.
• Report and propose the allocation of
profit/loss to the Annual General Meeting.
• Review and monitor Bisnode’s financial
development and business situation.
Aside from follow-up of business
operations, the Board devoted much of
its time in 2010 to discussing Bisnode’s
upcoming acquisitions and divestitures.
Bisnode played an active role in the
consolidation of the market for business
information during the year.
Board committees
Bisnode has two board committees: a Compensation
Committee and an Audit Committee.
Compensation Committee
The Compensation Committee consists of
Håkan Ramsin (Committee Chairman),
Henrik Joelsson and C. W. Ros.
The main tasks and responsibilities of the
Committee are to:
• Discuss the Board’s proposal for
resolution by the Annual General Meeting
regarding principles for compensation
to senior executives according to the
Swedish Companies Act. The principles
approved by the agm shall constitute the
framework for the compensatory forms
and levels discussed and decided on by the
Compensation Committee.
• Discuss matters related to general option
and bonus programs in terms of scope,
conditions and allocation, according to
proposals from the ceo or the Board of
Directors.
• Discuss matters related to the ceo’s
employment contract, salary and other
benefits prior to decision by the Board of
Directors, and recommendations to the
Board of Directors in these areas.
• Discuss, and in consultation with the ceo,
decide on matters related to the employment
contracts, salaries and other benefits of other
senior executives. The Committee shall
continuously inform the Board of Directors
when such decisions have been made.
• Propose principles for compensation to
members of the Board of Directors for any
assignments on behalf of Bisnode beyond
those which are consistent with normal
Board responsibilities.
Audit Committee
The Audit Committee consists of Henrik
Joelsson (Committee Chairman), Håkan
Ramsin and Jonas Nyrén. The task of the
Audit Committee is to ensure credibility,
control and high quality in the company’s
financial reporting. The committee’s main
areas of responsibility are to:
• Supervise the Board of Directors’ efforts to
assure the quality of Bisnode’s financial re-
porting. This quality assurance shall normally
take place through examination of all
critical accounting processes and financial
reports published by Bisnode. Among other
tasks, it is assumed that the Committee
shall deal with matters related to internal
control, regulatory compliance, events after
the balance sheet date, changes in estimates
and judgments and other issues that could
affect the quality of the financial reports.
• Maintain continuous contact with
Bisnode’s auditor to stay informed about
the focus and scope of the audit and
to discuss coordination between the
independent and internal audits and
assessment of Bisnode’s risks.
• Establish guidelines for the non-audit
services that Bisnode may procure from the
company’s auditor.
• Evaluate the auditor’s performance.