The Board has adopted a number of policy documents in connection with its task of managing LBI International's operations. The documents are available to employees on LBi's intranet or sent directly to those concerned.
The Boards rules of procedure describe the Board's duties in greater detail. It governs how the Board is to work, how often it is to meet and the types of matters it is to discuss. For instance, the procedural rules states that the Board shall regularly assess the company's financial status, set objectives for the company's business and supervise compliance with the rules and plans that have been established.
The Instructions for the CEO describes the general principles of the work of the CEO, including tasks and responsibilities and financial reporting.
The attestations and authorizations plan governs internal and external attestation rights and authorization.
The insider policy provides an overview of Swedish insider legislation. It is intended for senior LBi executives who are on the insider list of the Swedish Financial Supervisory Authority (Finansinspektionen).
The financial policy clarifies the various levels of responsibility and authorization within the Group's financial function. The financial function deals with matters of cash management, liquidity and financial risks. The financial policy governs the spheres of responsibility for each function, levels of authorization and risk assessment criteria. It also governs the assignment of responsibility among the Board, CEO, Group CFO and other members of the parent company's financial function.
Our equal opportunity policy is an integral part in the development of the operations and all individuals should be able to develop on her/his capabilities.
Our environmental policy states that we should run our business in an environmental friendly way and work considering ecological aspects.
The communications policy focuses essentially on contributing to a correct assessment of LBi's market value by providing clear, relevant and transparent information. LBi strives to communicate information about its strategy, business, outlook, risks and performance in a way that affords shareholders the opportunity to be sufficiently familiar with the company. We publish regular interim reports and annual reports in Swedish and English. Developments that are deemed to have a possible impact on the LBi share's market value are announced in press releases. We adhere to the following guidelines in our financial reporting and other communications:
Transparency: LBi's communications are to be characterized by openness. The information shall also be adequate to form a reasonable basis for assessing the LBi share's market value.
Relevance: LBi's communications are limited to that which is considered relevant and useful for shareholders and the market in accordance with applicable legislation.
Simplicity: LBi's communications shall be simple, straightforward and as easy to understand as possible.
Consistency: LBi's communications shall be comparable and consistent among different report periods.
Simultaneity: Key developments are announced in press releases to ensure that everyone receives the information simultaneously.
Articles of Association for
LBI International AB (reg. no. 556528-6886)
adopted at the extraordinary general meeting on July 13, 2006
Name
The company name is LBI International AB. The company is public.
Domicile
The company's board of directors shall have its domicile in the municipality of Stockholm.
Objects
The company shall engage in business within the field of information technology, especially through developing and offering of interactive services, tele- and data communication, as well as computer hardware and software to enterprises and the public. Further, the company shall engage in consulting business, and especially management consulting business, within these areas. The company shall also engage in publication of books and periodicals and educational courses in connection with the abovementioned areas as well as portfolio management. The company shall also engage in other business activities compatible with the above.
Share capital
The share capital shall be at least SEK 60,000,000 and SEK 240,000,000 at the most.
Number of shares
The number of shares shall be at least 24,000,000 and at the most 96,000,000.
Board of directors and auditors
The board of directors shall consist of 3-10 directors with 0-10 deputy directors and shall be elected at the annual general meeting of shareholders for a term of office expiring at the end of the next annual general meeting of shareholders.
The company shall have not less than one and not more than two auditors with or without deputy auditors, whose term of office expires at the end of the annual general meeting of shareholders that is held during the fourth financial year after the election.
Convening of a general meeting of shareholders
Notice convening a general meeting of shareholders and other communication to the shareholders shall be made by means of announcement in the newspapers Post- och Inrikes Tidningar and Svenska Dagbladet.
Notice convening an annual general meeting of shareholders, or an extraordinary meeting of shareholders where a change in the Articles of Association will be dealt with, shall appear not earlier than six weeks or later than four weeks before the meeting. Notice convening any other extraordinary general meeting of shareholders, shall appear not earlier than six weeks or later than two weeks before the meeting.
The right to participate at a general meeting of shareholders is due for those who are both recorded as shareholders in such transcript of the share register referred to in section 7(28) of the Swedish Companies Act (2005:551), and has given notice to the day mentioned in the notice convening the meeting, before 4 p.m. This day must not be a Saturday, Sunday, other public holiday, Midsummer Eve, Christmas Eve or New Year's Eve, nor fall earlier than the fifth working day prior to the meeting. Assistants to a shareholder may accompany a shareholder to a general meeting of shareholders provided that the shareholder has given notice of the number of assistants in the abovementioned way.
General meeting of shareholders
The annual meeting of shareholders shall be held not later than six months after the expiry of each financial year.
General meetings of shareholders shall be held in Stockholm, Gothenburg, Malmö or Lund.
The chairman of the board of directors, or another person appointed by the board, shall open a general meeting of shareholders and preside until a chairman of the meeting has been elected.
The following matters shall be dealt with at the annual general meeting of shareholders:
1. Election of chairman of the meeting.
2. Preparation and approval of the list of shareholders entitled to vote at the meeting.
3. Approval of the agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the meeting has been duly convened.
6. Presentation of the annual report and the auditors’ report, and when appropriate the consolidated financial statements and the auditors’ report on the consolidated financial statement.
7. Resolutions
1. to adopt the income statement and the balance sheet and, when appropriate, the consolidated income statement and the consolidated balance sheet.
2. to appropriate earnings or loss in accordance with the adopted balance sheet.
3. to discharge the members of the board of directors and when appropriate the managing director, from liability.
8. Statement from the nomination committee
9. Election of board members, possible deputy board members, chairman of the board and, when appropriate, auditors with possible deputy auditors.
10. Determination of principles for remuneration to and other conditions of employment for the management.
11. Determination of remuneration for the board of directors and when appropriate for the auditors.
12. Appointment of the nominating committee.
13. Any other matter to be dealt with by the meeting according to the Swedish Companies Act or the Articles of Association.
On a general meeting of shareholders everyone entitled to vote may vote for the entirety of the shares that he owns and represents, without limitation.
Financial year
The financial year of the company shall be January 1 – December 31.
Reconciliation record
The shares of the company shall be registered in a reconciliation record (Sw: avstämningsregister) in accordance with the Swedish Act (1998:1479) regarding Account Management of Securities (Sw: lagen (1998:1479) om kontoföring av finansiella instrument).
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Ever since LBi was founded, it has striven to enable its employees to have a stake in the company’s future, including the chance of owning shares in the company. At the Extraordinary General Meetings of shareholders it was resolved to implement an international employee stock option program for the group’s employees. The Employee Stock Option Program means that the group’s current and future employees can be allocated options to purchase shares (known as employee stock options), which entitle the holder of the options to acquire shares in LBi. No price is to be paid for these options. The redemption price for the options must essentially reflect the market value of the LBi share on the date on which the options were issued. The options may be used no earlier than six months and no later than seven years from the date on which they were issued and on condition that the holder of the options is still an employee of the group on the date on which they are redeemed. The distribution of options is determined by the Board of Directors or a committee appointed by the Board of Directors, with due reference to such criteria as the employee’s performance and his/her position within, and significance for, the group. The purpose of the option program is to create the conditions for maintaining and recruiting competent employees in the group.
The 25 March 2004 annual general meeting voted to issue up to 6,000,000 employee stock options in accordance with the global options plan adopted by the 11 October 2000 extraordinary general meeting. At the time of the 30 March 2006 annual general meeting, the company had granted 2,700,000 options. None of these options were exercised as of 30 September 2006, and had all lapsed. The remaining 3,300,000 options entitle subscription for 66,000 shares after the reverse split of 50:1 executed in July 2006.
The merger between Framfab AB and LB Icon AB was registered on 31 July, 2006. As a result of the merger, it was decided to issue 1,896,124 new options to ensure fulfilment of LB Icon’s previous options program.
The 11 October 2006 extraordinary general meeting voted to issue a total of 1,835,000 options to the Group’s senior executives. Out of these options 1,285,000 have been granted to senior employees. Each option entitles the holder to subscribe for one share. The options totalled 3,740,915 as of June 2007 and shares may number up to 1,761,66