The Commit tee s scope of w ork is es t ablished in the Procedure and Ins tructions for the Nomination Commit tee of Securit as AB The Commit tee should hold meetin g s as often as necessar y to ful fll its duties Ho w e v er the Commit tee should hold at leas t one meetin g annually The Commit tee met once in 2012 M ember s of the Boar d of Director s Accor din g to the Articles of Association the Boar d of Director s should ha v e bet w een fv e and ten Boar d member s elected b y the Annual G ener al M eetin g with no more than t w o Deput y Director s The Director s and Deput y Director s are elected b y the Annual G ener al M eetin g for the period up to and includin g the fr s t Annual G ener al M eetin g to be held in the y ear after the Director or Deput y Director w as elected Securit as Boar d of Director s has eig ht member s elected b y the Annual G ener al M eetin g three emplo y ee represent ativ es and one deput y emplo y ee represent ativ e The Annual G ener al M eetin g 2012 reelected F redrik Cappelen Carl Doug las M arie E hrlin g Annik a F alk en gren Alf G or ansson F redrik Palms tierna M elk er Schorlin g and Sofa Schorlin g Hog ber g The Annual G ener al M eetin g reelected M elk er Schorlin g as Chairman of the Boar d and Carl Doug las as V ice Chairman Mik ael E k dahl at torne y at la w is the secret ar y of the Boar d F or further information about the member s of the Boar d of Director s and the President and CEO see pa g es 3637 It w as resolv ed that the fees to the Boar d should tot al SEK 4 700 000 includin g fees of SEK 450 000 for commit tee w ork to be dis tributed amon g the Boar d member s as follo ws Chairman of the Boar d SEK 1 000 000 V ice Chairman of the Boar d SEK 750 000 and each of the other Boar d member s e x cept the President and CEO and emplo y ee represent ativ es SEK 500 000 R esponsibilities of the Boar d of Director s The Boar d of Director s is responsible for the or ga nization and adminis tr ation of the compan y and the Group in accor dance with the S w edish Companies Act and also appoints the President and CEO the Audit Commit tee and the R emuner ation Commit tee In addition the Boar d of Director s determines the President and CEO s salar y and other remuner ation The Boar d meets a minimum of six times annually The Group s auditor s participate in the meetin g of the Boar d of Director s that is held in con junction with the y early closin g of the books The Boar d assures the qualit y of fnancial report i n g throug h a series of Group policies procedures and fr amew orks clear s tructures with defned responsibilities and throug h documented dele gation of authorit y which is further described in the Internal Control R eport ELECTED MEMBERS 1 NO MINA TION C O MMIT TEE Gus t af Doug las ma jor shareholde r 3002 2 Mik ael Ek dahl M elk er Schorlin g AB ma jor shareholder 1175 2 Jan Ander sson S w edbank R obur F unds 282 2 Henrik Didner Didner G er g e 204 2 Johan St ahl L annebo F onder 261 2 Share of v otes not represented in the N omination Commit tee 5076 2 1 At the Annual G ener al M eetin g held on M a y 7 2012 2 Share of v otes as of M a y 7 2012 Compliance with the S w edish Corpor ate G o v ernance Code the Code As a S w edish public compan y lis ted on NASD A Q O MX Stockholm Securit as applies the S w edish Corpor ate G o v ernance Code the Code Securit as complies with the Code principle of comply or e xplain and has t w o de viations to e xplain for 2012 Code R ule 73 An audit commit tee is to comprise no few er than three boar d member s Comments The Boar d of Director s deems that t w o member s is sufcient to correctly address Securit as mos t import ant areas in re gar d to risk and audit issues and that the incumbent member s ha v e lon g s t andin g and e xtensiv e e xperience in these areas from other ma jor lis ted companies Code R ule 98 F or sharebased incentiv e progr ams the v es tin g period or the period from the commence ment of an a greement to the date on which the shares are acquired is to be no less than three y ear s Comments The implement ation of the Securit as Sharebased Incentiv e Scheme in 2010 which has been renew ed annually since then w as based on the thene xis tin g bonus s tructure of the Securit as Group In simple terms the bonus potential w as increased in e x chan g e for a onetime salar y free z e and one thir d of the cash bonus outcome w as to be receiv ed in shares in M arch of the y ear follo win g the y ear in which the cash bonus w ould ha v e been paid out pro vided that the per son remained emplo y ed b y Securit as at such time Since the progr am replaces an immediate cash b o n u s pa y out and is not gr anted in addition to already e xis tin g bonus rig hts the Boar d deems that the t w o y ear period from the commencement of the progr am until the release of the shares is w ell motiv ated and reasonable in or der to achie v e the purpose of the progr am 34 Securit as Annual R eport 2012 G o v ernance and mana g ement Boar d of Director s report on corpor ate g o v ernance and internal control