Board working procedures

Remuneration Committee
The Remuneration Committee comprises David Marcus as Chairman and Asger Aamund, David Chance, and Mia Brunell Livfors. The Board of Directors commissions the work of the Remuneration Committee. The responsibilities of the Remuneration Committee include issues related to salaries, pension plans, bonus programmes and the employment terms for the Chief Executive Officer and Executive Management within MTG. The Committee also advises the Board on long-term incentive schemes.

Mia Brunell Livfors’ seat on the Remuneration Committee does not comply with the Code, which requires that only Directors who are independent of the Company and its Executive Management should sit on the Remuneration Committee. The Directors however consider that it is in the best interest of the Group that an exception be made in this respect because Mia Brunell Livfors is a shareholder representative on the Board of MTG with significant experience in establishing and defining remuneration principles across many listed companies. The Remuneration Committee is still comprised of a majority of independent Directors. David Marcus replaced Asger Aamund as chairman in 2009.

Audit Committee
The Audit Committee comprises Simon Duffy as Chairman, Alexander Izosimov and Michael Lynton. The Audit Committee’s responsibility is to maintain the working relationship with the Company’s auditors, to keep themselves informed about the work of the external auditors, as well as to review the Group’s financial reporting procedures. The Audit Committee focuses on ensuring quality and accuracy in financial reporting, changes in accounting policies when applicable, the internal controls, risk assessment, the qualification and independence of the auditors, adherence to prevailing rules and regulations and, where applicable, transactions with related parties. Michael Lynton replaced David Marcus as a member in 2009.

Remuneration to Board members
The remuneration of the Board members is proposed by the Nomination Committee, comprising the Company’s largest shareholders and approved by the Annual General Meeting. The Nomination Committee proposal is based on benchmarking of peer group company compensation and company size. Information on the remuneration of Board members is provided in Note 25 to the Accounts in this Report. Board members do not participate in the Group’s incentive schemes. One Board member has stock options from previous employment in MTG.

Work of the Board during 2009
The Board reviewed the financial position of Modern Times Group MTG AB and the Group on a regular basis during the year. The Board also regularly dealt with matters involving acquisitions, the establishment of new operations, and matters related to investments in programming and non-current assets. The Board of Directors also reviewed the Group’s strategies and forward development plans.

The Board of Directors had 6 ordinary meetings and 1 extraordinary meeting during 2009.

Attendance at Board and Committee Meetings