The Board of Directors as at 31 December 2009
The Board of Directors of Modern Times Group MTG AB comprises eight Non-Executive Directors. The members of the Board of Directors are David Chance, Asger Aamund, Mia Brunell Livfors, Simon Duffy, Alexander Izosimov, Michael Lynton, David Marcus, and Cristina Stenbeck. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 11 May 2009, with the exception of Michael Lynton who was elected for the first time at the 2009 Annual General Meeting replacing Pelle Törnberg. Biographical information on each Board member is provided separately here in this Annual report.
Responsibilities and duties of the Board of Directors
The Board of Directors is constituted to provide effective support for, and control of, the activities of the Executive Management of the Company. The Board has adopted working procedures for its internal activities which include rules pertaining to the number of Board meetings to be held, the matters to be handled at such regular Board meetings, and the duties of the Chairman. The work of the Board is also governed by rules and regulations which include the Companies Act, the Articles of Association, and the Code.
In order to carry out its work more effectively, the Board has appointed a Remuneration Committee and an Audit Committee with special tasks. These committees handle business within their respective areas and present recommendations and reports on which the Board may base its decisions and actions. However, all members of the Board have the same responsibility for decisions made and actions taken, irrespective of whether issues have been reviewed by such committees or not.
The Board has also adopted procedures for instructions and mandates to the Chief Executive Officer. These procedures require that investments in non-current assets of more than SEK 2,000,000 have to be approved by the Board. The Board also has to approve large-scale programming investments and other significant transactions including acquisitions and closures or disposals of businesses. In addition, the Board has also issued written instructions specifying when and how information, which is required in order to enable the Board to evaluate the Group’s and its subsidiaries’ financial positions, should be reported.
Board of Directors during 2009
| Name |
Position |
Born |
Nationality |
Elected |
Independent to major shareholders |
Independent to company and its management |
Remuneration Committee |
Audit Committee |
| David Chance |
Chairman |
1957 |
British |
1998 |
Yes |
Yes |
Member |
|
| Asger Aamund |
Member |
1940 |
Danish |
2000 |
Yes |
Yes |
Member |
|
| Mia Brunell Livfors |
Member |
1965 |
Swedish |
2007 |
No |
No |
Member |
|
| Simon Duffy |
Member |
1949 |
British |
2008 |
Yes |
Yes |
|
Chairman |
| Alexander Izosimov |
Member |
1964 |
Russian |
2008 |
Yes |
Yes |
|
Member |
| Michael Lynton |
Member |
1960 |
American and British |
2009 |
Yes |
Yes |
|
Member |
| David Marcus |
Member |
1965 |
American |
2004 |
Yes |
Yes |
Chairman |
Former member |
| Cristina Stenbeck |
Member |
1977 |
American and Swedish |
2003 |
No |
Yes |
|
|
| Pelle Törnberg |
Former member |
1956 |
Swedish |
2000 |
Yes |
Yes |
|
|
Mia Brunell Livfors is not independent of the Company and its management due to her appointment to the Board of Directors of Transcom Worldwide S.A., a significant supplier of call centre services (CRM) to MTG. Cristina Stenbeck became independent of the company and management as of 27 May 2009 when she stepped down from the Board of Directors of Transcom WorldWide S.A., a significant supplier of call centre services (CRM) to MTG, at their AGM.