Corporate Governance

Overview

Corporate governance of MTG and the MTG Group is exercised through a number of corporate bodies. At the Annual General Meeting, shareholders exercise their voting rights with regard to the composition of the Board of Directors of MTG and election of external auditors. The duties of the Board are partly exercised through its Audit Committee and Remuneration Committee and the Chief Executive Officer of MTG (‘CEO’). The CEO is in charge of the day-to-day management of the Group in accordance with guidelines and instructions from the Board.

2015 Corporate Governance Report 2014 Corporate Governance Report
2013 Corporate Governance Report 2012 Corporate Governance Report
2011 Corporate Governance Report 2010 Corporate Governance Report
2009 Corporate Governance Report 2008 Corporate Governance Report
2007 Corporate Governance Report 2006 Corporate Governance Report

 

 

 

Nomination Committee

The Nomination Committee consists of representatives of MTG’s largest shareholders, and its responsibilities include:

  • To evaluate the Board of Directors’ work and composition
  • To submit proposals to the Annual General Meeting regarding the election of the Board of Directors and the Chairman of the Board
  • To prepare proposals regarding the election of Auditors in cooperation with the Audit Committee (when appropriate)
  • To prepare proposals regarding the fees to be paid to Board Directors and to the Company’s Auditors
  • To prepare proposals for the Chairman of the Annual General Meeting
  • To prepare proposals for the administration and order of appointment of the Nomination Committee for the Annual General Meeting.

Nomination Committee for the Annual General Meeting 2018

In accordance with the resolution of the 2017 Annual General Meeting of MTG shareholders, the Chairman of the MTG Board of Directors has convened a Nomination Committee to prepare proposals for the 2018 Annual General Meeting.

The Nomination Committee comprises at least three members appointed by each of MTG’s largest shareholders who have accepted to participate in the work of the Nomination Committee. This year’s Nomination Committee comprises David Chance, Chairman of the MTG Board of Directors; Cristina Stenbeck, appointed by Kinnevik AB; Erik Durhan, appointed by Nordea Funds; and Yvonne Sörberg, appointed by Handelsbanken Funds. The three shareholders who have appointed representatives to the Nomination Committee hold approximately 55 percent of the total voting rights in MTG. The members of the Nomination Committee have appointed Cristina Stenbeck as Chairperson of the Nomination Committee at their first meeting.

Shareholders wishing to propose candidates for election to the MTG Board of Directors should submit their proposals in writing via email (agm(at)mtg.com) or to The Company Secretary, Modern Times Group MTG AB, Box 2094, SE-103 13, Stockholm, Sweden.

The Nomination Committee motivated opinion can be found in documentation provided on the Annual General Meetings page of this site.

Nomination Committee motivated opinion 2016
Nomination Committee motivated opinion 2015
Nomination Committee motivated opinion 2014
Nomination Committee motivated opinion 2013
Nomination Committee motivated opinion 2012
Nomination Committee motivated opinion 2011
Nomination Committee motivated opinion 2010
Nomination Committee motivated opinion 2009
MTG Nomination Committees report 2008

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 and provides effective support for, and control of, the activities of the Group 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. 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.

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.

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

Remuneration to the Board members

The remuneration to 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 MTG’s Annual Report. Board members do not participate in the Group’s incentive schemes.

You can find out more about out our Chairman and Board Members below.

The Board of Directors as at 24 May 2016
The Board of Directors of Modern Times Group MTG AB comprises six Non-Executive Directors. The members of the Board of Directors are David Chance, Simon Duffy, Joakim Andersson, Bart Swanson, Donata Hopfen and John Lagerling. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 24 May 2016 with the exception of Donata Hopfen and John Lagerling, who were elected for the first time at the 2016 Annual General Meeting. Michelle Guthrie and Alexander Izosimov had declined re-election to the Board.

The Board of Directors as at 19 May 2015
The Board of Directors of Modern Times Group MTG AB comprises six Non-Executive Directors. The members of the Board of Directors are David Chance, Simon Duffy, Michelle Guthrie, Alexander Izosimov, Joakim Andersson, and Bart Swanson. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 19 May 2015 with the exception of Joakim Andersson and Bart Swanson, who were elected for the first time at the 2014 Annual General Meeting. Mia Brunell Livfors, Blake Chandlee and Lorenzo Grabau had declined re-election to the Board.

The Board of Directors as at 13 May 2014
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, Blake Chandlee, Simon Duffy, Lorenzo Grabau, Michelle Guthrie and Alexander Izosimov. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 13 May 2014.

The Board of Directors as at 14 May 2013
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, Blake Chandlee, Simon Duffy, Lorenzo Grabau, Michelle Guthrie and Alexander Izosimov. The Board of Directors and its Chairman, David Chance, were re-elected at the Company’s Annual General Meeting of Shareholders on 14 May 2013 with the exception of Blake Chandlee, who was elected for the first time at the 2013 Annual General Meeting. Michael Lynton and Cristina Stenbeck had declined re-election to the Board.

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 Chandlee, 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.

Auditors

At the 2014 Annual General Meeting, the registered auditing company KPMG was re-elected as auditor until the end of the Annual General Meeting 2018. Authorized Public Accountant Joakim Thilstedt is in charge for the audit. He has represented KPMG as an auditor since November 2013 after replacing Åsa Wirén Linder, Authorised Public Accountant.

The Company’s auditors are elected by the Annual General Meeting for a period of four years. KPMG has been the Company’s external auditors since 1997.

Audit assignments involve the examination of the Annual Report and financial accounting, the administration by the Board and the CEO, other tasks related to the duties of a company auditor and consultation or other services which may result from observations noted during such examination or the implementation of such other tasks. All other tasks are defined as other assignments.

Auditors report their findings to the shareholders by means of auditors’ report, which is presented at the Annual General Meeting. In addition, auditors report detailed findings at each of the ordinary meetings of the Audit Committee and to the Board once a year.

More detailed information concerning the auditors’ fees can be found in the relevant notes to the Group’s Annual Reports and in the documents below for the reports before 2013.

MTG Auditors Report 2012
MTG Auditors Report 2011
MTG Auditors Report 2010

Remuneration Guidelines

The objective of the guidelines is to ensure that MTG can attract, motivate and retain senior executives, within the context of MTG’s international peers, which primarily consists of Nordic and European media, telecom and online companies. The aim is to create a remuneration that is market competitive, well balanced and reflects individual performance and responsibility, both short-term and long-term, as well as MTG’s overall performance and align the senior executives’ incentives with the interests of the shareholders. The intention is that the senior executives shall have a significant long term shareholding in MTG and that remuneration to the senior executives shall be based on the pay for performance principle.

Remuneration to the senior executives shall consist of fixed salary, short-term variable remuneration paid in cash (“STI“) the possibility to participate in long-term share or share price related incentive programs (“LTI“) as well as pension and other customary benefits.

Fixed salary

The senior executives’ fixed salary shall be competitive and based on the individual senior executive’s responsibilities and performance.

Variable remuneration

The STI shall be based on fulfillment of established targets for the MTG Group and in the senior executives’ area of responsibility. The result shall be linked to measurable targets (qualitative, quantitative, general, individual). The targets within each area of responsibility are defined to promote MTG’s development in the short and long-term.

The maximum payment under the STI shall generally not exceed 100 percent of the senior executives’ fixed salary. Payment of part of the STI is conditional upon it being invested in MTG shares and on those shares being held for an agreed period of time.

The LTI shall be linked to certain pre-determined financial and/or share or share-price related performance criteria and shall ensure a long-term commitment to the development of the MTG Group and align the senior executives’ incentives with the interests of the shareholders.

Pension and other benefits

The senior executives shall be entitled to pension commitments that are customary, competitive and in line with market conditions in the country in which the senior executive is employed. Pension commitments will be secured through premiums paid to insurance companies.

MTG provides other benefits to the senior executives in accordance with local practice. Other benefits can include, for example, a company car and health care. Occasionally, housing allowance could be granted for a defined period.

Notice of termination and severance pay

The maximum notice period in any senior executive’s contract is twelve months during which time salary payment will continue. MTG does not generally allow any additional contractual severance payments to be agreed.

Compensation to Board Members

Board members, elected at General Meetings, may in certain cases receive a fee for services performed within their respective areas of expertise, outside of their Board duties. Compensation for these services shall be paid at market terms and be approved by the Board.

Deviations from the guidelines

The Board may deviate from the above guidelines on a case by case basis. For example, additional variable remuneration or cash payments may be paid in the case of exceptional performance or in special circumstances such as recruitment or retention. In such cases the Board will explain the reason for the deviation at the following Annual General Meeting.

CEO & Group Management

MTG’s Group Management comprises the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) and other key executives.

The CEO is responsible for the ongoing management of the Company in accordance with the guidelines and instructions established by the Board.

The CEO and the Group Management team, supported by the various employee functions, are responsible for the adherence to the Group’s overall strategy, financial and business control, financing, capital structure, risk management and acquisitions. Among other tasks, this includes preparation of financial reports and communication with the stock market and other issues. The Company guidelines and policies issued include financial control, communication, brands, business ethics and personnel policies.

There is an operational board for each of the business areas. The Chief Executive Officer chairs the operational board meetings, which are attended by the Executive Management of the relevant business areas and the Chief Financial Officer and the Chief Operating Officer.

Executive Remuneration
The guiding principles for executive remuneration is approved by the Annual General Meeting every year. They are always attached to the Notice to AGM. The remuneration paid to Group Management, as well as information about the beneficial ownership of the Company shares and other financial instruments, are set out in the Annual Report every year.

Share based long-term incentive plans (LTIP)
The Group has three outstanding share based long-term incentive programs, decided upon in 2014, 2015 and 2016. For more details see our latest Annual Report.

Articles of Association

 

Articles of Association

Modern Times Group MTG AB

Adopted by the Annual General Meeting on 22 May 2018

_____________

§1

The name of the Company is Modern Times Group MTG AB. The Company is a public company (publ).

§2

The board of directors shall have its registered office in the municipality of Stockholm.

§3

The primary purpose of the Company’s business shall be to generate profit for its shareholders.

The object of the Company’s business is to develop and sell goods and services within the media, information and communications businesses and other activities compatible therewith.

The Company shall also be entitled to own and manage real estate as well as shares and other movables, and carry on other activities compatible therewith.

The Company shall have the right to guarantee or otherwise pledge security for obligations assumed by other companies within the group.

§4

The Company’s share capital shall be not less than SEK 298,000,000 and not more than SEK 1,192,000,000.

The number of shares in the Company shall be not less than 59,600,000 and not more than 238,400,000.

§5

Shares may be issued in three Classes, Class A, Class B and Class C. Class A shares may be issued to a maximum number of 238,400,000, Class B shares to a maximum number of 238,400,000 and Class C shares to a maximum number of 238,400,000. Each Class A share carry ten votes and each Class B share and Class C share carry one vote.

Class C shares do not entitle to dividends. Upon the Company’s liquidation, Class C shares carry an equivalent right to the Company’s assets as the other classes of shares, however not to an amount exceeding up to the quota value of the share, annualised as per day of distribution with an interest rate of STIBOR 30 days with an additional one percentage point calculated from the day of payment of the subscription price. STIBOR 30 days is set on the first business day of each calendar month.

Should the Company resolves on an issue of new Class A, Class B and Class C shares, against other payment than contribution in kind, each holder of Class A, Class B and Class C shares has preferential rights to subscribe for new shares of the same class in proportion to the number of old shares held by such holder (primary preferential rights). Shares not subscribed for with primary preferential rights shall be offered for subscription to all shareholders in the Company (subsidiary preferential rights). If the number of shares so offered is less than the number subscribed for with subsidiary preferential rights, the shares shall be distributed among the subscribers in proportion to the number of already shares held, or, to the extent that this is not possible, by lot.

Should the Company resolves on an issue of new shares solely of Class A shares, Class B shares or Class C shares, against other payment than contribution in kind, all shareholders, irrespective of which class of shares held, are entitled to preferential rights to subscribe for new shares in proportion to the number of shares previously held.

The stipulations regarding preferential rights shall apply mutatis mutandis for new issues of warrants and convertible debt, and shall not infringe on the possibility to resolve on an issue in which the preferential rights of shareholders are waived.

If the share capital is increased by a bonus issue, where new shares are issued, new shares of Class A and Class B shall be issued in relation to the number of shares of the same classes already held. In such cases, old shares of a specific class shall entitle to new shares of the same class. Class C shares do not carry rights to participate in bonus issues. Following a requisite amendment in the Articles of Association, the aforementioned stipulation shall not infringe on the possibility to issue shares of a new class by a bonus issue.

Reduction of the share capital, however not below the minimum share capital, may on request of holders of Class C shares or as resolved by the Company’s Board of Directors or General Meeting, be made by redemption of Class C shares. A request from a shareholder shall be made in writing to the Company’s Board of Directors and the Board of Directors shall promptly act on the matter. When a resolution on reduction has been passed, an amount corresponding to the reduction amount shall be transferred to the Company’s equity reserves, if the required funds are available.

The redemption payment per Class C share shall correspond to the quota value of the share annualised per day with an interest rate of STIBOR 30 days with additional one percentage point calculated from the day of payment of the subscription price. STIBOR 30 days shall be initially set on the day of payment of the subscription price.

Following notice of the redemption resolution, holders having requested redemption shall promptly receive payment for the share, or, if authorisation from the Swedish Companies Registration Office or a court is required, following notice that the final decision has been registered.

Upon decision by the Board of Directors, Class C shares shall be reclassified into Class B shares, provided that the shares are held by the Company. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration. The reclassification is effected when it has been registered and the reclassification been noted in the Swedish Central Securities Depository.

It shall be possible to reclassify Class A shares to Class B shares. Holders of Class A shares shall, during the calendar months January and July each year (the “Reclassification periods”), be entitled to request that all or part of the shareholder’s Class A shares shall be reclassified to Class B shares. The request shall be made in writing and must have been received by the Board of Directors no later than on the last day of the specific Reclassification period. The request shall state (i) the number of Class A shares that the shareholder wants to reclassify or (ii) the maximum percentage of the total number of votes in the Company, that the shareholder wants to hold, after reclassification has been completed of all Class A shares requested to be reclassified during the specific Reclassification period. When making a request according to alternative (ii) above, the shareholder shall also state the total number of Class A and Class B shares that the shareholder holds at the time of the request.

After the end of each Reclassification period, the Board of Directors shall consider the question of reclassification. Immediately thereafter, the Board of Directors shall report the reclassification to the Swedish Companies Registration Office (Sw. Bolagsverket) for registration. The reclassification is effected when it has been registered and the reclassification been noted in the Swedish Central Securities Depository.

§6

The board shall consist of no less than three and no more than nine directors.

§7

The Company shall have no more than three auditors with up to three deputy auditors. A registered accounting firm may be elected as auditor. The auditor’s term of office shall last until the end of the Annual General Meeting that is held during the first, second, third or fourth financial year after the auditor was elected.

§8

The Company’s financial year shall be the calendar year.

§9

Notice of a General Meeting of shareholders shall be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well as on the company’s website. At the time of the notice, an announcement with information that the notice has been issued shall be published in Svenska Dagbladet.

§10

A shareholder that wishes to participate at the general meeting shall, firstly, have been registered as shareholder in a transcript of the entire share register with respect to the situation five business days before the meeting, and secondly, register with the Company on the registration day set forth in the notice convening the meeting. Such registration day must not be a Sunday, any other public holiday, a Saturday, Midsummer’s Eve, Christmas Eve, New Year’s Eve or any day earlier than five week days prior to the meeting.

A shareholder attending a general meeting may be accompanied by an assistant, however only where the shareholder has provided notification hereof in accordance with the foregoing paragraph.

§11

The shareholder or nominee who on the record date is registered in the share register and in a central securities depository register pursuant to Chapter 4 of the Central Securities Depositaries and Financial Instruments Accounts Act (1998:1479) or any person who is registered in a central securities depository account pursuant to Chapter 4, Section 18 paragraph 6-8 of the mentioned Act, shall be deemed to be authorised to exercise the rights set out in Chapter 4, Section 39 of the Companies Act (2005:551).

 

Additional Information

MTG UK Tax Strategy 2017

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