BOARD REMUNERATION The .... AGM resolved that board fees for the period until the end of the next AGM would be paid in a total amount of SEK .,...,..., of which SEK ...,... would be paid to the Chairman, SEK ...,... to the Vice Chairman and SEK ...,... to each of the other board members not employed by the company. Furthermore, the AGM resolved that total remuneration to the members of the board committees would amount to no more than SEK ...,..., to be paid in an amount of SEK ..,... per member and committee assignment. BOARD ACTIVITIES In .... the board held .. meetings, of which one was a statutory meeting in connection with the AGM. The minutes from these meetings are decision minutes ............................................................................ In order to achieve greater efficiency and depth in its treatment of certain matters, the board has set up two committees, the audit and remuneration committee, both of which are made up of board members. Agendas for regular board meetings are prepared by the Chairman together with ...................................................................... every regular board meeting are an update on the business situation and a review of ............................................................................ connection with every meeting, the board members meet in executive session (without the presence of the CEO) and the Chairman is then responsible for feedback to the CEO. In good time prior to each board meeting, the members of the board are provided with written material as a basis for future discussions and decisions. During the board meetings, representatives for the executive management and other individuals take part to report on matters in their respective areas. Every month, the board is provided with a business report including both financial updates and a description of .................................................................................. compiled by the CEO and CFO. COMPOSITION OF THE BOARD IN 2008 Function Attendance Independent1) Elected in Shareholding Christer Elmehagen Chairman 7/7 No 2008 10,000 Göran Malm Vice Chairman 10/10 Yes 2002 - Jörgen Centerman Member 9/10 Yes 2004 - Sigrun Hjelmquist Member 10/10 Yes 2007 1,000 Magnus Lindquist Member 9/10 Yes 2007 - Sven Löfquist Member/CEO 10/10 No 1998 37,500 Lena Treschow Torell Member 8/10 Yes 2004 3,400 Christer Zetterberg 2) Member 4/4 Yes 1998 - 1) Independent in relation to the company, its management and major shareholders, in accordance with the criteria in the Swedish Code of Corporate Governance. 2) Member until the 2008 AGM. EVALUATION OF BOARD PERFORMANCE According to the procedural plan, the board continuously evaluates its performance through open discussions between its members and with the assistance of independent consultants. The results of this independent evaluation in .... have been handed over to the nomination committee and presented to the entire board of directors. SUMMARY OF BOARD MEETINGS IN 2008 At each meeting, matters such as the business situation and financial reporting were dealt with. The audit and remuneration committees have reported on their respective activities and presented matters for decision by the board. The independent auditors took part in one meeting during the year to meet the entire board and to describe and present their conclusions from the audit. Other significant matters taken up at board meetings in ...., aside from ongoing financial reporting, adoption of interim reports and updates on the business situation, included: ........................................................................................ egies after presentation of the market situation and competitor and technological analyses for the various product areas .. ................................................................................ development activities .................................................................... ..........................................................................................Z COMPOSITION OF THE REMUNERATION COMMITTEE IN 2008 Name Attendance Göran Malm 4/4 Lena Treschow Torell 4/4 Sigrun Hjelmquist 4/4 The number of committee meetings from the date of the 2008 AGM to adoption of the annual report. COMPOSITIONOFTHE AUDIT COMMITTEE IN 2008 Name Attendance Christer Elmehagen 5/5 Jörgen Centerman 4/5 Magnus Lindquist 5/5 The number of committee meetings from the date of the 2008 AGM to adoption of the annual report. .................................................................................. the Japanese subsidiary. AUDIT COMMITTEE Every year, the board appoints an audit committee consisting of three board members not employed by the company. A majority of audit committee members must be independent from the company and its management. Furthermore, at least one member must be independent from ................................................................ Since the statutory meeting on April ., ...., the audit committee consists of MICRONIC 2008
