Corporate governance Corporate governance report
Cybercom's board and executives actively work with corporate governance. The nomination committee puts stringent demands on the competence profiles of the board members. The remuneration committee strives to create the best possible terms for reasonable remuneration and bonus levels. The audit committee consists of all board members who work closely with Cybercom's auditors. Proposals from individual shareholders may be sent to the committee by mail via Cybercom's main office in Stockholm.
Cybercom is not obliged to apply the Swedish code of corporate governance. But Cybercom's board decided to largely follow the principal aspects of the code. The board believes that the company fulfils the code's requirements and that the code does not currently lead to any substantial changes.
A complete description of Cybercom Group's corporate governance efforts is displayed at www.cybercomgroup.com
Exceptions from application of the code
Code items:
- 2.3.1-2.3.4 - Auditor appointment. Proposed auditor appointments are submitted to the board. The board is responsible for information on and presentation of the proposed auditor, as per the code, when an auditor must be appointed.
- 3.6.3 - Financial reporting. Cybercom's auditor did not fully review the company's interim reports.
- 3.7.3 - Special review function. In 2007, Cybercom had no separate internal audit function. The board believes that there is no need for such a function in the operation. After acquisition of auSystems and Plenware, the board decided that such a function will be instituted and in 2008, Cybercom will start internal auditing.
Aside from these exceptions, Cybercom largely follows the code.
2007 annual general meeting (AGM)
Cybercom Group Europe AB (pub) held its AGM on Friday, 8 May 2007. The AGM's decisions are in agreement with the board's proposals presented in the AGM notification.
These resolutions were made at the AGM; all were unanimous.
New board
Wigon Thuresson and Thomas Landberg were newly elected as board members. Per Edlund, Eva Gidlöf, Ulf Körner, Per Norén, and Lars Persson were re-elected. Wigon Thuresson was elected as chairman.
Remuneration
The AGM authorised a fee of SEK 300,000 to be paid the board chairperson and a fee of SEK 150,000 to each of the other board members.
No dividend
It was resolved that no dividends would be distributed for 2007.
Authorising the board to issue shares
The board was authorised to decide on new share issues of a maximum of 12,500,000 shares, on one or more occasions to increase the company's share capital, during the period until the next AGM.
Authorising the board to buy back shares
The board was authorised to buy back Cybercom shares - on one or more occasions, corresponding to a maximum of 10% of Cybercom's share capital - during the period until the next AGM, as proposed by the board.
Authorising the board to take out a participating loan or an equity loan
The board was authorised to take out a participating loan or an equity loan - on one or more occasions - during the period until the next AGM.
Nomination committee
Per Edlund, John Örtengren, and Magnus S Eriksson were appointed nomination committee members.
Remuneration committee
The AGM appointed Wigon Thuresson, Per Edlund, and Eva Gidlöf remuneration committee members.
New articles of association
The AGM accepted new articles of association as per the new Companies Act requirements.
Nomination committee
The 2007 AGM elected a nomination committee consisting on Per Edlund, John Örtengren, and Magnus S Eriksson. Before the 2008 AGM, the committee must submit proposals for board members, auditors, remunerations, and other relevant issues. The nomination committee prepares requirement specifications and ensures that Cybercom's board members have expertise relevant to its operation. The nomination committee works closely with the shareholders and meets three times a year.
Cybercom's 2007 AGM resolved that the nomination committee must develop and submit to the 2008 AGM proposals for:
- An AGM chairman
- Board members
- A board chairman
- Board remuneration, i.e., for the chairman and for other members plus remuneration for possible committee work
- Auditors' fees
- Nomination and remuneration committees for the 2008 AGM.
The board
The board consists of six members. Three of the largest owners are represented on the board. The board represents a wide range of expertise within sectors such as IT, telecom, and business development. The board held 12 meetings in 2007. Activities included decisions on the auSystems and Plenware acquisitions.
| Attendance5) | Holdings | ||||||
| Name | B | R | A | Remuneration6) | Shares | ||
| Wigon Thuresson1) | 7/7 | 1/1 | 1/1 | 300,000 | 117,900 | ||
| Per-Eric Fylking2) | 4/5 |
|
|
|
| ||
| Per Edlund | 11/12 | 1/1 | 1/1 | 150,000 | 0 | ||
| Sverker Forsberg, employee representative3) | 4/4 |
| 1/1 | 0 | 0 | ||
| Eva Gidlöf | 10/12 | 1/1 | 1/1 | 150,000 | 0 | ||
| Ulf Körner | 12/12 |
| 1/1 | 150,000 | 0 | ||
| Thomas Landberg4) | 5/5 |
| 1/1 | 125,000 | 0 | ||
| Per Norén7) | 7/12 |
| 1/1 | 150,000 | 0 | ||
| Lars Persson | 10/12 |
| 1/1 | 150,000 | 0 | ||
| Alexandra Trpkoska, employee representative3) | 4/4 |
| 1/1 | 0 | 0 | ||
| 1) Elected at the 2007 AGM, after which 7 board meetings were held. 2) Board chair up to 2007 AGM. 3) Employee representatives' work launched in autumn 2007. Robin Hammartedt replaces Sverker Forsberg who left the company. 4) Elected at the 2007 AGM. Started in June; 5 meetings held after that. 5) Board and committee presence. B = Board R = Remuneration committee A = Audit committee 6) Sum relates to board members' fees. 7) Resigned on 1 January 2008 of his own volition. Independent (as defined in the Swedish code for corporate governance)  Member considered independent of Cybercom and its management. Member considered independent of Cybercom, its management, and its majority shareholders. | |||||||
Board remuneration in 2007
AGM participants set the annual board fee for members elected at the AGM to SEK 1,175,000 for 2007. Of this amount, SEK 300,000 is payable to the board chairperson and SEK 150,000 each to the other board members, who were elected in 2007. Thomas Landberg receives SEK 125 000 for part of the year. No special remuneration is paid to committee members.
- Total remuneration for the board: SEK 1,175,000
- Board chairperson's remuneration: SEK 300,000
- Five members' remuneration: SEK 150,000/member
- Board member Thomas Landberg: SEK 125,000
- Committee member fees: no remuneration
Audit committee
The audit committee consists of all board members and is charged with proposing auditors and approving their fees.
Remuneration committee
The remuneration committee prepares principles for salary setting and employment terms and conditions for Cybercom's CEO, vice president, and other executives. The remuneration committee strives to create the best possible conditions so that benefit issues are treated carefully and comprehensively.
These members were elected to the remuneration committee at the AGM:
- Wigon Thuresson, Cybercom board chairman
- Eva Gidlöf, board member and CEO of Bankgirocentralen (BGC) AB
- Per Edlund, board member and CEO of Consafe IT AB and JCE Gruppen Fastighets AB
The remuneration committee met once in 2007; all board members were invited.
Group management
The president and CEO, who is also Group president, organises and develops the business in such a way that the board's objectives for profitability and direction are attained. Written instructions determine the work distribution between the board and the CEO. The rules of procedure also regulate the CEO's financial scope. The CEO submits a written report to the board monthly.
