Orc Software has not applied the Swedish Code of Corporate Governance.
Shareholders
Shareholders primarily exercise their control at the Annual General Meeting, which is the highest decision making body in the company. At the Annual General Meeting the board of directors is appointed and at this time the shareholders also participate in decisions about other central issues.
Orc Software's Annual General Meeting was held on April 25, 2007. Approximately 14 shareholders attended the Annual General Meeting, representing 9.154.487 shares and voting rights.
At the end of 2007 Orc Software had 2,494 (2,205) shareholders. The five largest shareholders were OMX, Catella Funds, Nordea Funds, Swedbank Robur Funds and John Cameron, whose aggregate holding equaled 50 percent (51) percent of the number of shares.
Nominating committee
In accordance with the authorization from the Annual General Meeting in April 2007, Orc Software’s Chairman, Markus Gerdien, appointed a nominating committee. The nominating committee consist of Markus Gerdien (OMX), Staffan knafve (Swedbank Robur), Peter Rudman (Nordea Fonder), Henrik Orre (Orre & Nyberg Capital AB) and Chairman Ulf Strömsten (Catella Fonder) .
The committee is responsible for issuing a proposal regarding the members of Orc Software’s board of directors, directors’ compensation, chairman of the Annual General Meeting, election of auditors, and audit fees. Should the composition of the largest shareholders change during the nominating process, the composition of the nominating committee shall be modified to reflect such change.
Contact the nominating committee by e-mail or mail.
E-mail: nominatingcommittee@orcsoftware.com
Address: Nominating Committee, Orc Software, Box 7742,
SE- 103 95 Stockholm, Sweden
The board of directors
The board primarily makes decisions about the Group’s strategic focus, organizational issues and larger investments. Orc Software’s Board consists of seven members. The Annual General Meeting elects all members. The Board consists partly of representatives from the company’s largest shareholders and partly of independent board members. The chief executive officer has a reporting role at the board meetings.
For information about the board members click here.
In 2007 Orc Software’s board held nine meetings . At each meeting during the year the board addressed standard topics such as investments, market development, the company’s financial position and other significant issues regarding the company. In addition, matters relating to the annual report, interim reports, the budget and comprehensive matters regarding strategy and world analysis were reviewed.
Reporting of strategic, economic and financial matters is carried out by the Group’s chief executive officer.
On a yearly basis, the board adopts rules of procedure that are to be used as a control instrument for the work of the board. The rules of procedure primarily define the board’s tasks, the agenda for the board meeting following the Annual General Meeting and other board meetings, financial reporting to the board, preparations of the tasks of the board, rules for the minutes of the Board meeting and quorum.
| MEMBER OF THE BOARD |
|
ATTENDANCE IN 2007 |
|
|
|
| Markus Gerdien |
|
9 of 9 |
| Lars Bertmar |
|
5/6 (elected 2007) |
| Katarina Bonde |
|
9/9 |
| Magnus Böcker |
|
9/9 |
| Patrik Enblad |
|
7/9 |
| Annette Kumlien |
|
8/9 |
| Carl Rosvall |
|
6/6 (elected 2007) |
Audit committee
The board has chosen not to establish a separate audit committee. The entire board will handle control issues addressed to the board. On two occasions every financial year, the company’s auditor presents the board with a description of risks and auditing orientation together with a report on any observations made.
Remuneration committee
The board’s remuneration committee consists of Markus Gerdien and Patrik Enblad and the Head of Human Resources as a reporting member. The remuneration committee prepares and discusses proposals regarding incentive programs, benefits and salaries, including sales commissions and bonuses for the company’s employees in general and for the Group management. The board of directors makes the final decisions.
Remuneration committee
The board’s remuneration committee consists of Markus Gerdien and Patrik Enblad and the Head of Human Resources as a reporting member. The remuneration committee prepares and discusses proposals regarding incentive programs, benefits and salaries, including sales commission and bonuses for the company’s employees in general and for the Group management. The board of directors makes the final decisions.
Management
Orc Software's management consists of: Thomas Bill, Chief Executive Officer, Anders Berg, Chief Financial Officer, Peter Bergson, General Counsel, John Cameron, Chief Technology Officer, Jan Hallsenius, VP Sales Operations, Martin Koopman, President North America, Anders Henriksson, President Benelux, Central and Eastern Europe, Matteo Carcano, President Western Europe, Fredrik Skogby, VP Corporate Development, Hugh Stables, VP Engineering, Annie Walsh, Chief Marketing Officer and Joacim Wiklander, VP Product Management.
For information about the management click here.
Auditor
At the Annual General Meeting held on April 25, 2007, Ernst & Young AB with Auditor in Charge Ola Wahlquist, Authorized Public Auditor, was re-elected to serve for a period of four years. A new auditor will be elected at the Annual General Meeting in 2011. Ola Wahlqvist shall be principal auditor until further notice.