Board of Directors

The Board of Directors is in charge of the organisation of the company and management of the company's long-term operations. The Board shall also issue guidelines and instructions to the CEO. In addition, the Board shall ensure that the company's organisation in respect of accounting, management of funds and the company's financial position in general includes satisfactory control.

The Board has adopted work procedures for its internal activities that contain rules pertaining to the number of Board meetings, matters to be handled at regular meetings of the Board and duties of the Chairman.

The Board has also issued written instructions specifying when and how information required to enable the Board to evaluate the company’s and Group’s financial position should be reported to the Board, as well as the distribution of duties between the Board and the CEO.

Fixed agenda items for the meetings of the Board of Directors include strategic issues, earnings and cash flow, financial items as well as following up acquisitions and investments.

The duties of the Board are partly exercised through the advisory capacity of the Audit Committee and Remuneration Committee.

The external auditors report their findings to the Board once a year and to the Audit Committee during the year.

The Board of Directors as at 8 May 2012

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, Mia Brunell Livfors, Blake Chandley, Simon Duffy, Lorenzo Grabau, Alexander Izosimov, Michael Lynton 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 8 May 2012 with the exception of Blake Chandlee, who was elected for the first time at the 2012 Annual General Meeting. David Marcus had declined re-election to the Board.

The Board of Directors as at 18 May 2011

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, Mia Brunell Livfors, Simon Duffy, Lorenzo Grabau, 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 18 May 2011 with the exception of Lorenzo Grabau, who was elected for the first time at the 2011 Annual General Meeting.

The Board of Directors as at 17 May 2010

The Board of Directors of Modern Times Group MTG AB comprises seven Non-Executive Directors. The members of the Board of Directors are David Chance, 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 17 May 2010. Asger Aamund had declined re-election to the Board.

The Board of Directors as at 11 May 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.

The Board of Directors as at 31 Decemer 2008

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, David Marcus, Cristina Stenbeck and Pelle Törnberg. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 14 May 2008, with the exception of Simon Duffy and Alexander Izosimov who were elected for the first time at the 2008 Annual General Meeting replacing Nick Humby and Lars-Johan Jarnheimer.

For biographical information on each Board member click here

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 and its subsidiaries’ financial positions, should be reported.

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 2010

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 2010.

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Modern Times Group MTG AB Box 2094 SE-103 13 Stockholm Sweden Visiting: Skeppsbron 18 Tel: +46 8 562 000 50

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