Addnode Group Annual Report 2015 | Page 77

ANNUAL REPORT Corporate Governance Report

BOARD COMPOSITION AND MEETING ATTENDANCE 2015

1 ) Including spouse ’ s holding of 1,000 shares . 2 ) Via the company Vidinova AB and a privately owned endowment insurance policy . 3 ) Including spouse ’ s holding of 35,000 shares . All board members ’ holdings are reported as at 31 December 2015 .

or irregularities . In addition , the auditors are invited at least twice per year , and when necessary , to participate in and report at board meetings . PwC submits an audit report for Addnode Group AB , for the consolidated financial statements and for the Board of Directors ’ and President ’ s administration of Addnode Group AB . The auditors also review Addnode Group ’ s nine-month interim report .

The fees paid by Addnode Group to the auditors , for both auditrelated and other non-audit-related assignments , are specified in the annual report , Note 6 , Auditors ’ fees .

GROUP MANAGEMENT President The President is responsible for the day-to-day administration of the Group ’ s operations in accordance with the Board ’ s guidelines and instructions .

Group Management The President has appointed a Group Management team as assistance , which in addition to the President comprises the CFO and head of the Design Management business area . The members of Group Management are responsible for implementing the Group ’ s strategy in their respective areas and also have overarching responsibility for Addnode Group with respect to long-term and strategic matters , such as the Group ’ s organisation , acquisitions , trademarks , investments and financing .

Every month a full-day meeting is held in which the agenda consists of discussions and decisions about the month ’ s results , Group-wide projects and updates of forecasts and the business situation , development projects , acquisition candidates and other Group-wide strategic matters . In addition to these regular meetings , Group Management also regularly reviews matters as necessary . The President and other members of Group Management are presented on page 81 .

Presidents The four business areas Design Management , Product Lifecycle Management , Process Management and Content Management make up Addnode Group ’ s operational structure . In accordance with adopted strategies , the presidents are responsible for the operations of their respective business areas and report to Addnode Group ’ s President and CEO . The overarching management of the Design Management , Product Lifecycle Management and Process Management business areas is conducted by the respective boards of the business areas , which meet each quarter . The respective business areas ’ boards include the President and CEO ( Chairman ), the CFO and the business area head . The business area ’ s controller is permanently co-opted to the business area ’ s board meetings , and other members of the business area ’ s management participate when necessary . Management of the Content Management business areas is conducted via company boards , where either the President and CEO or the CFO serve as chairman .

Remuneration of Group Management and other senior executives Guidelines for remuneration of Group Management and other senior executives are decided by the AGM based on a recommendation by the Board of Directors . Remuneration of the President of the Parent Company is addressed and set by the Board ’ s Remuneration Committee . Remuneration of other senior executives in the Group is addressed and set by the President of the Parent Company after consultation with the Board ’ s Remuneration Committee . Share-based incentive programmes are decided on by the Annual General Meeting . The 2011 Annual General Meeting resolved to implement a share-savings programme for the Group ’ s employees , which is presented below . Remuneration of the President and other senior executives is detailed in Note 5 of the 2015 Annual Report .

SHARE-SAVINGS PROGRAMME The Annual General Meeting on 4 May 2011 resolved to implement a share-savings programme for all employees of Addnode Group .

In brief , the programme entailed that in August 2014 , participating employees , on condition that they had made their own personal investments in Addnode Group shares , could be granted Class B Addnode shares free of charge , consisting partly of matching shares and partly of performance shares . A requirement for participants to be entitled to receive matching shares was continued employment in the Group and that their investment in Addnode Group shares had remained intact up to the date of grant of the shares . In addition , grants of performance shares were conditional upon the Group achieving certain financial targets for the years 2011 , 2012 and 2013 . The financial targets for maximum grant of performance shares for 2011 and 2012 were achieved , but not for 2013 . At the end of the enrolment period , a total of 303 employees had enrolled in the share-savings programme . During 2014 , a total of 194,340 Class B shares were granted to employees in accordance with the share-savings programme . In January 2015 an additional 2,387 Class B shares were granted to participants in the share-savings programme , after which all obligations under this programme have been settled .

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