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 the 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.
Code item 3.6.3 - Financial reporting
Cybercom's auditor did not fully review the company's interim reports.
Code item 3.7.3 - Special review function
Cybercom has no separate internal audit function. The board believes that there is no need for such a function in the operation and that it is not financially feasible in an organisation as small as Cybercom.
Aside from these deviations, Cybercom largely follows the code.
Annual meeting 2006
Cybercom Group Europe AB (publ) held its annual meeting on Friday, 28 April 2006. 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
Per Norén, Per-Eric Fylking, and Eva Gidlöf were newly elected as board members. Per Edlund, Lars Persson and Ulf Körner were re-elected. Per-Eric Fylking was elected as chairman.
No dividend
It was resolved that no dividends would be distributed for 2005.
Authorising the board to issue shares
The board was authorised to decide on new share issues of a maximum of 1,000,000 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 Per-Eric Fylking, 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 AGM elected a nomination committee consisting on Per Edlund, John Örtengren, and Magnus S Eriksson. Before the next 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 2006 AGM resolved that the nomination committee must develop and submit to the 2007 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 2007 AGM.
Board
The board consists of six members. Three of the largest shareholders 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 11 meetings in 2006. Activities included the recruitment of a CEO and evaluation of a take-over offer made by the principal shareholder, JCE Group.
In the autumn of 2006, Mats Alders, president and CEO, informed the board of his decision to leave Cybercom after nine years in the company. Peter Keller-Andreasen is now acting president and CEO. Recruitment is completed, and Patrik Boman will be the new president and CEO (previously CEO of HiQ's Stockholm operations). He will take up his new position in Q2 2007.
On 2 October 2006, Cybercom's shareholders received a public offer from JCE Group, the company's principal shareholder, to acquire all shares in the company for SEK 38 per share. The board (with support from financial and legal advisors) evaluated the offer and decided to recommend shareholders to reject the offer. The board took the decision unanimously, accounting for Cybercom's strong market position and good growth potential. Board members Per Edlund and Ulf Körner did not participate in the decision in view of the prevailing conflict of interest.
Remuneration of the board in 2006
As per the AGM resolution: board fees for 2006 total SEK 875,000, of which SEK 250,000 is payable to board chairperson and SEK 125,000 each to the other board members. No special remuneration is paid to committee members:
- Total remuneration for the board: SEK 875,000
- Remuneration of board chairman: SEK 250,000
- Remuneration of other board members: SEK 125,000 each
- No special remuneration has been paid to committee members
Audit committee
The audit committee is composed of all board members and is charged with proposing auditors and approving their fees.
Remuneration committee
Cybercom's remuneration committee prepares principles for the setting of salaries and other terms of employment for Cybercom's CEO, vice president, and other senior executives. The remuneration committee endeavours to create the best possible conditions to enable benefit issues to be treated carefully and comprehensively.
The AGM elected these members to the remuneration committee:
The remuneration committee met once in 2006. All board members were invited to attend.
Internal control
The board has the overall responsibility for Cybercom's internal controls. Management and internal controls follow the Group's reporting structure, finance policy, and other policies prepared by the board of the parent company.
The auditors examine internal reporting procedures each year in conjunction with the annual audit. The auditors also prepare an annual risk analysis for the Group. The auditors' review of internal control and risks is presented in a report to the board.
Group executives
Cybercom's president and CEO manages, organises, and develops business activities in such a way that board-established profitability and orientation goals are achieved. Written instructions determine the distribution of tasks and responsibilities between the board and the CEO. Rules of procedure also regulate the CEO's financial framework. The CEO submits a monthly written report to the board.
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