The Board of Directors is responsible for the company’s organization and administration in accordance with the Swedish Companies Act and its work is conducted according to the guidelines of the Swedish Code of Corporate Governance.
Aspiro’s Board will comprise a minimum of three, and maximum of ten, regular members. Board members are elected by the AGM for a period of one year. There are no rules stipulating how long a Board member may serve. The AGM 2012 elected six regular Members. Trond Berger, Karine Mortvedt Mørland and Richard Sandenskog are employed by Schibsted, Rolf Kristian Presthus is employed by Platekompaniet and Bjørn Erik Reinseth is employed by Ferd Capital, the three companies that own Streaming Media AS, while Lars Boilesen are not affiliated to the company or major stockholders. The Board members possess broad experience of the mobile services, finance and media sectors, as well as experience of listed companies.
Information on Board members
The Board of Directors’ Rules of Procedur
The rules of procedure adopted by the Board of Directors is based on the Swedish Companies Act’s overall rules on the responsibilities of the Board of Directors and CEO, and otherwise, on the decision-making process adopted by the Board, with clearly defined responsibilities within the company, and the Board’s approved policies. The Board holds regular meetings in accordance with the plan stipulated in the rules of procedure, which includes predetermined matters for consideration.
Appraisal of the Board of Directors’ and Chief Executive Officer’s Activities
In 2011, the Board of Directors conducted an appraisal of its work, which essentially, produced positive results. The appraisal focused on the Board’s work on the company’s strategy and goals, investments, reporting and controls, communication, organizational resources and executive management, the Board’s working methods, composition and overall functionality, and the work of individual Board members. The Board conducts an appraisal of the work of the CEO three to four times per year. Additionally, the Chairman of the Board holds an appraisal interview with the CEO.
Remuneration to the Board
Remuneration to the Board is resolved by the AGM and is payable to those members not employed by the company. Fees for each Board member for 2011 are stated in the table below. Board members not employed by Aspiro are not eligible for the company’s share-related incentive schemes.
The Work of the Board of Directors in 2011
In 2011, the Board held 12 meetings where minutes were taken (including the Board meeting following election, where the new Board was appointed), of which four were held in tandem with the company presenting interim reports. The company’s Auditors attended one meeting. Apart from permanent business, such as monitoring operations against budget and strategic plans, the Board considered other significant matters in the year including:
• Review and continued development of Aspiro’s strategy, with a clear focus on growth in the focus segments of TV and Music
• Sale of the Mobile Solutions business segment
• Acquisition of the remaining 50% of WiMP Music AS
• Budget for 2011
• Structural changes
• Compensation issues
• Planning alternative business models in Music, which will imply a funding requirement in 2012
In 2011, the Board of Directors also commenced its evaluation of Schibsted’s takeover bid for Aspiro, and in January 2012, unanimously decided to recommend that the company’s shareholders accept the bid. The underlying considerations of the Board’s recommendation included a fairness opinion from Pareto Öhman AB, according to which, from the assumptions and conditions stated in the fairness opinion, the offered payment was reasonable to Aspiro’s shareholders from a financial perspective.