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The Annual General Meeting on 10 April 2008: Information
Articles of Association
The Articles of Association describe the business of the Company, its share capital, number and types
of shares, and allocation of votes, as well as the number of Directors and auditors, notices of, and
matters to be dealt with at, the Annual General Meeting, as well as the requirement that this meeting
be held in Stockholm. During the period between Annual General Meetings, the Board of Directors of Net Insight AB (publ) is
the highest decision-making body of the Company. The duties of the Board are regulated in the
Companies Act and the Articles of Association. The current Articles of Association were adopted at the Annual General Meeting held on April 26,
2007 and are available in their entirety below.
Annual General Meeting
The Annual General Meeting of Net Insight AB (publ), held on April 10, 2008, made the following decisions; Determination of the annual report, allocation of result and discharge the Board Members and CEO from liability. The Board shall consist of six directors without deputies, and Lars Berg, Clifford H. Friedman, Bernt Magnusson and Ragnar Bäck were re-elected. Gunilla Fransson and Arne Wessberg were elected. The AGM decided that the remuneration to the board should amount to SEK 1,100,000 and that remuneration to the auditors, Öhrlings PricewaterhouseCoopers, will be on current account. The AGM resolved to approve the board of directors’ proposal regarding guidelines for remuneration and other terms of employment for the group management. The complete minutes of the Annual General Meeting is available below.
Board activities
The Board is responsible for organizing and administering the Company’s affairs.
The work of the Board is regulated by an annually adopted work plan. This work plan stipulates,
among other things, instructions for the Company’s CEO, decision-making procedures within the
Company, Board meeting procedures, assignment of tasks, and the provision of information between
the Company and the Board. The Board’s main tasks involve deciding on strategic issues, taking
responsibility for the Company’s capital structure and supply of capital, ensuring that the Company has
an appropriate executive management and deciding on other matters of major significance. The Board
should monitor the CEO’s performance of his duties, including implementation of the Board’s decisions
and guidelines, and should evaluate his efforts annually. In 2007 the Board held eleven meetings at
which minutes was kept. At these meetings, the Board considered permanent items on the agenda for
each Board meeting such as the state of the business, budgets, and year-end and interim reports. In
addition, overarching issues, such as long-term strategies, business plans and partners were
considered. At the Statutory Board Meeting, the Board considered and adopted the work plan for the
Board, and the instructions for the CEO. Fees to the Board totaled SEK 925,000, SEK 300,000 of
which was paid to the Chairman of the Board, and SEK 125,000 each to the other Board members.
Nomination Committee
Net Insight’s Nomination Committee consists of the Chairman of the Board of Net Insight AB and the
company’s four largest shareholders as of September 30 each year. The composition of the
Nomination Committee must be published not later than six months prior to the next Annual General
Meeting. The Nomination Committee is responsible for preparing and submitting proposals in advance
of a forthcoming Annual General Meeting with regard to the number of Board members, the fees for
the Board of Directors, the composition of the Board, the Chairman of the Board, Chairman of the
Annual General Meeting and, as applicable election of auditors and auditors’ fees. Net Insight’s
nomination committee for the 2008 Annual General Meeting has the following composition: Cliff
Friedman (Constellation Ventures), Ramsay Brufer (Alecta), Åsa Nisell (Swedbank Robur), Christer
Bohm, representing the three founders, and Lars Berg (Chairman of the Board of Net Insight AB). The
Nomination Committee elected Lars Berg as its chairman. In preparation for the 2008 annual
shareholders’ meeting, the Nomination Committee has held two meetings in 2007, and two meetings
in 2008.
Remuneration committee
The company’s Remuneration committee is appointed by the Board and consists of the Chairman of
the Board, Lars Berg, and Board member, Bernt Magnusson. The committee prepares the CEO’s
benefits for further decision by the Board. The committee also decides on compensation for the
management team (i.e. those reporting to the CEO). In addition, the committee considers
compensation programs of a broader nature, such as option programs, for final decision by the Board.
During 2007 the committee held two meetings at which minutes were kept, discussing the following
matters: the new personnel option program decided at the 2007 Annual Shareholders’ Meeting, bonus
outcome for the CEO, the long-term incentive program for management, and the targets for 2007.
Independence of the Board
The Board occupies an independent position vis-à-vis the Company since all its members are also
independent in relation to the Company. Besides this, four of the members are independent of the
company’s principal owners. None of Net Insight’s Board members work for the company in an
operative capacity.
Board members
Information about Net Insight's board members can be found here.
Audit process and auditors
The Board of Directors of Net Insight has chosen not to have a separate Audit Committee; instead, the
Board in its entirety handles audit issues. The Board has chosen this approach since it is suitable as
long as the company has a relatively uncomplicated business and audit structure. In consultation with
the company’s auditors, the Board has also proactively discussed new recommendations in the field of
accounting that may affect future company accounting and reporting. Once a year, the auditors report
personally to the Board of Directors about their audit reviews and their assessment of internal controls.
By statute, the period of appointment of auditors is four years. In addition to the normal auditing
functions, Öhrlings PrivewaterhouseCoopers also provides Net Insight with general advice in the areas
of accounting and taxes. The legally mandated term of auditors is four years. The Company’s auditor,
Öhrlings PricewaterhouseCoopers AB, was re-appointed at the 2007 Annual General Meeting. Sten
Håkansson was appointed the new auditor in charge.
Swedish Code of Corporate Governance
As of July 1, 2008, all companies listed on the OMX Nordic Exchange in Stockholm and NGM Equity
shall apply a revised code of corporate governance. Until now, Net Insight has applied the relevant
parts of the code, and is monitoring the development of this code, as well as changes that will be
introduced during the first half on 2008.
Management
Information about Net Insight's management can be found here.
Corporate governance:
The Annual General Meeting (Årsstämma) 10 April 2008:
The Annual General Meeting on 26 April 2007:
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