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 will be held on April 14, 2010. At the end of 2009 Orc Software had 4,305 (2,237) shareholders. The five largest shareholders were Swedbank Robur Funds, Nordea Investment Funds, Seb Investment Management, SEB Asset Management and Handelsbanken Funds, whose aggregate holding equaled 62 percent 34 (62) percent of the number of shares.
Nominating committee
In accordance with the rules set by the Annual General Meeting in April 2009, a nominating committee has been appointed. The committee consists of Kerstin Stenberg (Swedbank Robur Funds), Peter Rudman (Nordeas fonder), Peter Larsson (Monterro Holdings Ltd), Frank Larsson (Handelsbanken Funds) and Chairman Stefan Roos (SEB Investment Management).
The committee is responsible for issuing a proposal regarding the Orc Software’s Chairman of the board, members of board of directors, directors’ remuneration, chairman of the Annual General Meeting, principles for appointment of the nomination committee, election of auditors when applicable, and auditor´s remuneration. 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.
Shareholders, who wish to submit proposals to the Nomination Committee should send them to the committee by e-mail or mail at the latest February 26, see below contact information.
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 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 2009 Orc Software’s board held 12 meetings. At each ordinary 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 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.
| MEMBERS OF THE BOARD as of AGM 2008 |
|
ATTENDANCE IN 2009 |
|
|
|
| Markus Gerdien |
|
12 of 12 |
| Lars Bertmar |
|
4/4 (delined reelection at AGM) |
| Katarina Bonde |
|
9/12 |
| Patrik Enblad |
|
10/12 |
| Carl Rosvall |
|
11/12 |
| Eva Redhe Ridderstad |
|
9/12 |
| Lars Granlöf |
|
11/12 |
Audit committee
The board has during 2008 established an audit committee. The members of the committee are Lars Granlöf (Chairman), Eva Redhe Ridderstad and Carl Rosvall. The company CFO acts as reporting member and secretary and the company auditor may attend the meetings. The committee’s mandate follows the Swedish Code of Corporate Governance and may also be assigned other tasks hereto. No decision making power is assigned to the committee.
Remuneration committee
The board’s remuneration committee consists of Markus Gerdien and Patrik Enblad and the company’s CFO 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, Matteo Carcano, President Europe, Middle East, Africa, Greg Chambers, President Asia Pacific, Joakim Dahlstedt, Chief Technology Officer, Anders Henriksson, CEO CameronTec, Martin J. Leamy, President Americas, Fredrik Skogby, VP Corporate Development, Hugh Stables, VP Engineering, Christine Blinke, VP of Marketing and Investor Relations, Jesper Alfredsson, VP Product Management and Joacim Wiklander, VP Strategic Initiatives.
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 elected to serve for a period of four years. Ola Wahlqvist shall be principal auditor until further notice.