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Corporate Governance Report and Internal Control Report 2006

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Corporate Governance Report and Internal Control Report 2006 CORPORATE GOVERNANCE REPORT As of the 1st of July 2005 Tele2 applies the Swedish Code of Corpora- AB Kinnevik and Emesco AB, contacted, te Governance, “the Code”. Deviations from the Code are permitted during the third quarter 2006, the major but must be explained. The Corporate Governance Report is prepa- shareholders, Peter van Berlekom as repre- sentative for Alecta, Annika Andersson as red in accordance with the provisions of the Code. The Corporate representative for the 4th Swedish Natio- Governance Report is not a part of the formal annual report and has nal Pension Fund and Mats Guldbrand not been reviewed by the company’s auditor. as representative for AMF Pension; all of whom came to constitute the members of the Nomination Committee. The Nomina- APPLICATION OF THE SWEDISH CODE OF Meeting’s consideration of these issues. The tion Committee represents more than 50 CORPORATE GOVERNANCE tasks of the Nomination Committee include percent of the voting capital in Tele2. The Openness and fl exibility are two of Tele2’s amongst other things: Board member Cristina Stenbeck has been most important values, which permeate the › evaluating the Board’s composition and appointed Chairman of the Nomination entire company and are refl ected in the way work; Committee, which deviates from what the the company has adopted the Code. › submitting proposals to the AGM with re- Code prescribes. The other members of the gard to election of Directors of the Board Nomination Committee have declared their SHAREHOLDER INFORMATION and Chairman of the Board; decision regarding election of the Chairman At the end of 2006, Tele2 AB had 43,397 › preparing proposal regarding election of of the Nomination Committee as being in shareholders according to the share register auditors in cooperation with the Audit the best interest of all shareholders, and a maintained by VPC. Tele2 fulfi ls the requi- Committee, when relevant; natural consequence of the fact that Cristi- rements of the Code as well as other acts › preparing proposals regarding fees to the na Stenbeck represents the company’s major and regulations applying to the company Directors of the Board and to the auditors shareholders. Shareholders can submit pro- with regard to providing information to as well as preparing proposal of the Chair- posals for a new Board to the Nomination shareholders. This is primarily achieved by man for the AGM; Committee ahead of the AGM 2007. means of fi nancial reports such as interim › preparing proposal for the administration reports, full year report and annual report and order of appointment of the Nomina- Nomination of Board of Directors and by press releases. The company also tion Committee. The work of the Nomination Committee is carries out investor and analyst meetings. aimed at ensuring that Tele2 has the best Tele2 regularly updates and improves its The principles for appointing members Board possible for securing the company’s corporate web site and fi nancial reports to the company’s Nomination Commit- long-term development. The Nomination in order to increase understanding of tee were determined at the AGM 2006. In Committee’s complete Board proposal the company’s strategies and results. For accordance with these principles, the con- is to be presented in the notice to the further shareholder information including vener Cristina Stenbeck as representative AGM 2007. As a basis for the Nomination information on share capital, voting rights, of Tele2’s largest shareholder Investment Committee’s proposals, the Chairman of trade and market value, see the section “Shares and ownership structure”. GOVERNANCE STRUCTURE General Meeting The General Meeting is, according to the Swedish Companies Act, the company’s SHAREHOLDERS highest decision-making body. The Annual General Meeting, the AGM, elects the Board and the company’s auditors, and moreover, amongst other things decides on GENERAL MEETING AUDITORS changes in the Articles of Association. At NOMINATION COMMITTEE the AGM shareholders are given the oppor- tunity to speak, put forward proposals and pose questions to the Board and CEO. At Audit committee the AGM the President and CEO submits BOARD OF DIRECTORS reports on the company’s development. Remuneration committee THE NOMINATION PROCESS The Nomination Committee PRESIDENT AND CEO The Nomination Committee is a body of the AGM that prepares the Meeting’s recommendation on appointments with SENIOR MANAGEMENT the aim of creating a good basis for the 26 Tele2 2006 THE BOARD’S COMPOSITION AND SHAREHOLDINGS IN TELE2 AB AS PER DECEMBER 31, 2006 Name Function Born Nationality Elected Audit Committee Remuneration Committee Independent Shareholding Mia Brunell Director 1965 Swedish 2006 – Member No – Vigo Carlund Chairman 1946 Swedish 1995 – Member No 24,191 Donna Cordner1 Director 1956 American 2006 – Chairman Yes – John Hepburn Director 1949 Canadian 2005 Member Member Yes 95,015 Daniel Johannesson Director 1943 Swedish 2006 – – Yes 3,000 Jan Loeber Director 1943 American 2004 Member – Yes 22,500 John Shakeshaft Director 1954 British 2003 Chairman – Yes – Cristina Stenbeck Director 1977 American 2003 – – No – the Board, Vigo Carlund, has presented Board. At the constituent Board meeting The Board’s responsibility and the results of the evaluation of the Board following the AGM, the Board decided work procedures and its Directors’ performance in 2006. on the composition of the Remuneration In addition to the division of responsibility The Nomination Committee has worked on Committee and the Audit Committee, and that generally applies according to the Swe- defining demand profiles for the individuals moreover, decided on the allotment of re- dish Companies Act, the annually determi- they consider needs to be recruited to the muneration fee for committee work. These ned work procedures and written instructions Board. The Nomination Committee’s work committees are the Board’s preparatory regulate the Board’s work and the division has been carried out through a number of bodies and do not reduce the Board’s over- of work between the Board on the one hand meetings and discussions. all and joint responsibility for the handling and the CEO and established committees on No specific compensation has been made of the company and the decisions made. All the other. The Board is responsible for Tele2’s by Tele2 to any members in the Nomina- Board members have access to the same overall, long-term strategies and goals and it tion Committee for their work. information, enabling them to be jointly determines budgets and business plans, re- and severally liable. views and approves financial reports, adopts Election of the company’s auditors The Chairman of the Board and the important guidelines, approves investment At the AGM 2004, Deloitte AB, Sweden, Board members are compensated for and personnel proposals, makes decisions in was appointed as the company’s audit firm their board work in accordance with the questions of acquisitions and disposals and until the AGM 2008. In the notice to the resolution passed at the AGM 2006, which monitors the CEO’s work. The Board ensures AGM 2008, the Nomination Committee means that the Board is compensated with the quality of the internal control functions, will present its proposal for election of the a total of SEK 3,750,000 for the period until the financial reports and communicates auditors. The Nomination Committee will the AGM 2007 of which SEK 800,000 are with the company’s auditors mainly through at that time be assisted by the Audit Com- allotted to the Chairman of the Board, SEK regular reports from the Audit Committee mittee in their work. 400,000 to each other Board member, and a and the company’s CFO. Further information total of SEK 150,000 for work in the Board’s about the way the Board ensures the quality Election of the Nomination Committee committees, besides travelling expenses of the internal controls, see under section The Nomination Committee will present a according to submitted invoices. There are “Internal Control Report”. proposal to the AGM 2007 of order for ap- no outstanding share- or share-price-related Tele2 applies a structured and consis- pointing a Nomination Committee ahead incentive programs for the Board. tent process when preparing the financial of the AGM 2008. reports, which are regularly inspected by The composition of the Board senior group management and the Audit THE BOARD AS PER DECEMBER 31, 2006 The Board consists of eight members.1 Committee to improve the quality of the According to Tele2’s Articles of Associa- None of the Directors of the Board is part reports and making sure that the reports tion, the Board shall consist of at least five of senior management in the company are adapted to new accounting standards. and maximum nine members. At the AGM nor is a union representative. Three of the According to Board instructions the Audit 2006, Tele2’s Board was appointed, con- eight (presently seven) Board members, i.e. Committee meets with the CFO and the sisting of eight members without deputies. Mia Brunell, Vigo Carlund and Cristina company’s auditors a few days before the Five board members were re-elected and Stenbeck, are considered dependent of publication of each report to approve of the Mia Brunell, Donna Cordner1 and Daniel the company and its senior management. release of the report. Johannesson were elected as new Board These three members are also considered members. The AGM appointed Vigo dependent in relation to the company’s The Board’s work in 2006 Carlund as the Chairman of the Board and major shareholders. The remaining five In the financial year 2006 the Board decided to establish a Remuneration Com- (presently four) Board members are convened five times on different locations mittee and an Audit Committee with the considered independent both in relation to in Europe, whereof one session was a two- composition of both to be decided by the the company and its senior management as days strategy review meeting.
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