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This information is also available in Swedish, on
www.readsoft.se
Corporate governance
1. Compliance to the code of corporate governance
Companies that are registered at the Stockolm Stock Exchange
with a stock value exceeding three billion kronor are obliged to follow the
code. ReadSoft's stock value does not exceed three billion kronor why the
company accordingly is not obliged to comply with the code. The Board and the
company review the content of the code continuously. ReadSoft follow many of the
recommendations of the code.
2. Board of Directors and the work of the Board of Directors
Göran E Larsson born 1943, Chairman
Chairman since 2000, Director and deputy Chairman since 1998. Other
directorships: Chairman of the Board of AB Sagax (publ), Effnet Holding AB (publ)
and PCQT Personal Computer Quality Technology AB (publ). Deputy Chairman of the
Board of TA Teleadress Information AB and Director of Duroc AB (publ) and Habia
Cable AB. B.S. Engineering 1967 and B.S. Business Economics 1969. Shareholding
in ReadSoft (through company): 18 000 shares series B.
Lars Appelstål born 1959
Executive Vice President R & D. Director of the Board since 1991. B.S. Computer
Science 1986. M.S. Case Western Reserve 1986. Shareholding in ReadSoft: 596,790
series A shares and 3,511,195 series B shares.
Lennart Pihl born 1950
Director of the Board since 2001. Other directorships: Chairman of the Board of
MultiQ AB (publ) and Director of Effnet Holding AB (publ), Duroc AB (publ) and
Chamber of Commerce and Industry of Southern Sweden. B.S. Business Economics
1973. Shareholding in ReadSoft: 10,000 series B shares.
Gündor Rentsch born 1941
Director of the Board since 2002. Shareholding in ReadSoft: 70,000 series B
shares.
Anna Söderblom born 1963
Director of the Board since 2004. Other directorships: Director of the Board of
Bong Ljungdahl AB (publ), Ortivus AB (publ) and IQube AB. B.A. Mathematics 1994.
B.S. Business Economics 2003. Shareholding in ReadSoft: 10,000 series B shares.
Work of the Board
The Work Program of the Board, which is adopted once a year, specify, among
other things, the allocation of responsibilities between the Board, the Chairman
and the CEO. The Board works according to an annual plan including a fixed
agenda for each meeting. At meetings of the Board, the CEO and company
executives participate, providing reports and taking the minutes. During 2006,
the Board met fifteen times in conjunction with the decision on the release of
quarterly reports, annual report, the annual general meeting, approval of budget
and corporate acquisitions. Other important issues have been market strategies
and product strategies.
The Board elects each year a compensation committee. The
committee handles reimbursement conditions for the CEO. The committee is
represented by Göran E. Larsson and Gündor Rentsch. The Board further elects an
accounting committee which is represented by Göran E. Larsson and Lennart Pihl.
3. Nomination Committee
Prior to the Annual Shareholders Meeting on April 25, 2007 a Nomination Committee was established. The Committee was represented by Göran E. Larsson, Henrik Söderberg, representing Livförsäkringsaktiebolaget Skandia, Jan Andersson and Lars Appelstål. The Committee suggested elections of Chairman of the Annual Meeting, members of the Board of Directors and chairman of the Board of Directors, election of auditors and remuneration to the Board of Directors and the auditors. Finally the Committee suggested criteria for election of a new Nomination Committee in connection with the Shareholders Meeting 2008.
The Annual Meeting decided to assign the Chairman of the
Board to invite minimum three and maximum five of the largest shareholders,
counted by the number of votes, per September 31, to appoint one representative
each and together with the Chairman of the Board comprise the Nomination
Committee. If the ownership structure has changed by the end of the fourth
quarter, the composition of the Nomination Committee shall be adjusted
accordingly, if possible and if it is deemed necessary.
4. CEO and auditor
CEO ReadSoft - Jan Andersson born 1959
CEO since 1991. Directorships: Chairman of the AIIM International Board. B.S.
Computer Science 1986. Shareholding in ReadSoft: 596,790 series A shares and
3,511,195 series B shares.
Auditor
The registered accounting firm PricewaterhouseCoopers AB was elected at the
Shareholders Meeting 2007 to auditor of the company for a period of four years.
Mikael Eriksson is appointed responsible for the audit.
4. Articles of Association for
ReadSoft AB >>
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