The Board

The Board shall consist of not fewer than three and not more than eight members elected by the Annual General Meeting. The employees are represented on the Board. The Board Members are elected for a period of one year. The Board must be comprised of a majority of directors who qualify as independent under the listing standards of the Nordic Exchange. Normally, no more than one management executive may serve on the Board.

Directors are expected to spend the time and effort necessary to properly discharge their responsibilities, and accordingly, regularly attend meetings of the Board and committees on which directors sit. Directors are also expected to attend the Annual General Meetings of Shareholders. Information on individual Board Members is presented here.

Composition of the Board

During 2007, the Board consisted of seven members elected at the annual general meeting, in addition to two employee representatives. Former Chairman and board members Konstantin Caliacmanis and Göran Larsson represented major owners during 2007. The other Board members were independent in relation to Teleca’s major shareholders. Before an extra general meeting held on March 7, 2008 Dan Olofsson, Konstantin Caliacmanis and Göran Larsson announced their resignation from the board as a consequence of Dan Olofsson through his company Danir and Konstantin Caliacmanis having sold all of their shares to Symphony Technology Group. Following a proposal by the nominee committee the EGM held on March 7, 2008 elected Chet Kamat and John Tristan Treadwell to the board of directors. Both representing Symphony Technology Group. After March 7, 2008 Teleca‘s board of directors consists of Chet Kamat (chairman), J.T. Treadwell, Thomas Isaksson, Johan Vunderink, Juha Christensen, Anders Torstensson, Lars Andersson (employee representative) and Hasse Olsson (employee representative). No Board Member is a member of Teleca’s Group Executive Management.

Board of Directors' work

The role of Teleca’s Board of Directors is to effectively support and supervise the work carried out by senior management. In 2007, the Board of Directors held 8 regular meetings and 4 extraordinary meetings, of which 1 per capsulam. The guidelines for board work are based on the rules of procedure, which also define the duties of the Board of Directors, the Chairman and the CEO, the latter’s authority being stipulated separately in the job description for the position. The rules of procedure regulate, for example, the number of ordinary board meetings, as well as which business is to be discussed at such meetings.
The Board’s work focuses primarily on strategic issues, business plans, the financial accounts and major investments and divestments, plus other decisions that have to be addressed by the Board. Reporting on the progress of the Company’s operations and financial position was a standing item on the agenda. Other senior executives within Teleca participated in Board meetings in order to present matters or carry out administrative duties. The CEO and the CFO attended all meetings in 2007.
There is no permanent secretary of the Board. The secretary is chosen at every separate Board meeting. The secretary can not be a member of the Board. During 2007 Teleca’s CFO has functioned as secretary at all Board meetings.

Chairman of the Board

The Chairman of the Board directs the work conducted by the Board and maintains continuous contact with the CEO, in order to continuously monitor the Group’s operations and development. The Chairman represents the Company in ownership matters.

Remuneration to the Board

A professional fee of SEK 0.7 million is paid to the chairman and the members of the board in accordance with the decision of the general meeting of shareholders. During 2007 a fee of SEK 0.1 million was paid out to the chairman of the board, Dan Olofsson, as well as SEK 0.1 million each to board members; Johan Vunderink, Juha Christensen, Anders Torstensson, Göran Larsson Tomas Isaksson and Konstantin Caliacmanis. No professional fee has been paid out to employee representatives on the board. The chairman of the board has no contract regarding pension or termination payment. During 2007 the board entered into a consultant agreement with Johan Vunderink for services falling outside the range of his assignment as board member. The settlement is in accordance with standard commercial rates and conditions. A consultation fee of SEK 0.1 (0.5) million has been paid to Johan Vunderink via The Right Fit BV company and to Konstantin Caliacmanis the sum of SEK 1.0 (2.6) million was paid via Pteryx Ltd.