The nomination committee today announces its proposal for the election of Board members and chairman of the Board in Carnegie at the AGM 23 March 2006. The nomination committee in D. Carnegie & Co AB (Carnegie) consists of Kjartan Gunnarsson, vice chairman Landsbanki, chairman, Mats Lagerqvist, Robur, Mikael Nordberg, Danske Capital, and Lars Bertmar, Chairman of the Board of D. Carnegie & Co AB. As previously announced, Henrik Didner, representing Didner & Gerge Fonder AB, has resigned from the nomination committee.
The nomination committee has had five formal meetings. The work has included a formal evaluation of the work of the Board as well as contacts with Carnegie’s major shareholders.
The nomination committee has been informed that all present members of the Board, apart from Lars Bertmar, chairman of D. Carnegie & Co AB, and Thor Bjorgolfsson, representing Carnegie's main shareholder Landsbanki Islands, will be available for re-election.
Carnegie’s Board of Directors should consist of not less than five and not more than nine members. The nomination committee’s aim has been to establish a Board of Directors reflecting different areas of expertise, the market position and the different cultures represented in an international investment bank in the Nordic region. Important parameters have been competence, experience, time available and dedication. The proposed Board of Carnegie includes representatives from five different nationalities. The Board members have extensive industrial and financial backgrounds from the Nordic region and internationally, as well as expertise from the global financial services industry and the regulatory environment in the EU. All members, except the CEO, are non-executive.
The Nomination committee proposes that the Board of Carnegie consists of 8 (9) members. The committee proposes re-election of the following Board Members: Christer Zetterberg, Anders Ljungh, Fields Wicker-Miurin, Karin Forseke, Hugo Andersen, Niclas Gabrán and Dag Sehlin. The nomination committee proposes election of Kjartan Gunnarsson as new Board member. The committee also proposes that Christer Zetterberg is appointed Chairman of the Board of Carnegie.
Of the proposed members, six members are considered independent from the company, from the management as well as from larger shareholders. Of the proposed members 25 per cent are female.
Name Born since Nationality Function Independence*
Hugo Andersen 1946 2004 Danish Non-Executive Director Independent
Karin Forseke 1955 2003 Swedish Chief Executive Officer Employed by Carnegie /American
Niclas Gabrán 1967 2005 Finnish Non-Executive Director Independent
Kjartan Gunnarsson 1951 New Icelandic Non-Executive Director Repr Landsbanki
Anders Ljungh 1942 2001 Swedish Non-Executive Director Independent
Dag Sehlin 1945 2004 Swedish Non-Executive Director Independent
Fields Wicker-Miurin 1958 2003 American Non-Executive Director Independent /British
Christer Zetterberg 1941 2001 Swedish Chairman, Independent
*) Independence is defined as independence from the company, its management as well as from its larger shareholders. As a leading Nordic investment bank, Carnegie may take on assignments involving companies in which members of Carnegie’s board, directly or indirectly, have economic or other interests. To the extent that the board members’ interests are not significant, Carnegie will regard these board members as independent.
Hugo Andersen, Director. Born 1946. Board member since 2004. Mr Andersen has served in many leading roles in the Nordic financial and insurance sector. Until his retirement in 2003 he was CEO of Tryg Vestas Group for two years, having been managing director of Tryg-Baltica from 1997 and of Unibank/Nordea companies in Denmark from 1999. In 1989 – 1997, he was managing director at Nykredit and before that he held several positions in various Danish banks with special focus on investment management and investment banking. Hugo Andersen is a board member of The Employees' Capital Fund (Lønmodtagernes Dyrtidsfond), and a number of other board positions, and chairman of the board of Simon F Hartmann's Family Fund. He holds an MSc in economics. No. of shares in Carnegie: 5,000. No warrants.
Karin Forseke, Director. Born 1955. Board member since 2003. She has been CEO of the Carnegie Group since March 2003. Ms Forseke has extensive experience of the UK and US financial markets. She was head of International Sales and Sales Trading at Carnegie between 1998 and 2002. She was COO of the London International Financial Futures and Options Exchange (LIFFE) from 1993 to 1998. From 1992 through 1993 she was responsible for client relations and sales/distribution at Westpac Banking Corporation’s Financial Markets Group. From 1989 to 1992 she was director of business development in establishing The OMLX exchange in London. Ms Forseke studied economics, sociology and marketing at UCLA, Los Angeles, California. She is a member of the board of The Financial Services Authority (FSA) in the United Kingdom. No. of shares in Carnegie: 305,000. Number of warrants 2004/2007: 25,000.
Niclas Gabrán, Director. Born 1967. Board member since 2005. Niclas Gabrán has extensive experience from international investment banking and from 1999 to 2005 he was a partner of Soros Private Equity Partners Limited in London. From 1992 to 1999 Niclas Gabrán held various positions within Goldman Sachs, mainly in Mergers & Acquisitions but also in Principal Investments. In 1998-1999, Gabrán was Business Unit Manager and Executive Director at Goldman Sachs in Frankfurt. Since April 2005, Niclas Gabrán is Managing Director of TowerBrook Capital Partners (UK) LLP in London. He is member of the Boards of Tradedoubler AB (2000-) and PolymerLatex GmbH (2003-). He has a MSc from the Helsinki University of Technology as well as a MSc from the Swedish School of Economics and Business Administration in Finland. Niclas Gabrán holds no Carnegie shares or warrants.
Kjartan Gunnarsson, born 1951, finished his law degree from the University of Iceland in 1978 and studied international politics and strategy in Norway 1979 to 1980. He was Chairman of the Board of Directors of Landsbanki Islands from January 1992 to January 1998 and Vice Chairman of the Board of Directors of Landsbanki Islands Ltd from 1998. Mr Gunnarsson has served on various Boards of Directors of companies owned or partly owned by Landsbanki Islands. Mr Gunnarsson was Chairman of the Board of Directors of the insurance company VIS 1997-2002 and the life insurance company LÍFÍS 1997-2003. He is on the Board of Directors of Heritable Bank Ltd, London. Kjartan Gunnarsson is Chairman of the Audit Committee of Landsbanki Islands. Kjartan Gunnarsson holds no Carnegie shares or warrants.
Anders Ljungh, Director. Born 1942. Board member since 2001. Mr Ljungh has in-depth knowledge and experience from the financial industry and particularly from investment banking services, internationally as well as in the Nordic markets. Until 2000, he served as senior adviser to Morgan Stanley Dean Witter. Between 1991 and 1994, he was CFO of the European Bank for Reconstruction and Development. He previously worked as head of Svenska Handelsbanken International in Stockholm and for the World Bank. Mr Ljungh holds a PhD from the Royal Institute of Technology, Stockholm. He is chairman of HiQ, Lunarworks, Living Capital Management Ltd and Reformed Spirits Company Ltd.
No. of shares in Carnegie: 2,000. No warrants.
Dag Sehlin, Director. Born 1945. Board member since 2004. Mr Sehlin has extensive experience from leading positions in the Swedish financial sector. Since 1997 he has worked as a consultant and in 1992–97 he was chief financial officer and deputy chief executive officer at Posten AB (the Swedish Postal Services Group including PostGirot Bank). In 1986–92 he was executive vice president at OM Group (today OMX) and before that he held positions in accounting and finance with several Swedish companies. Dag Sehlin is a member of the boards of Tredje AP-fonden, BTS Group AB (chairman), ProAct IT Group AB, and in AB Piccola (owned by Mr Sehlin) and its wholly-owned Förvaltning Madape AB. He served as member of the board of D. Carnegie AB in 1997-2003. Mr Sehlin has a MSc in business administration from the Stockholm School of Economics. No. of shares in Carnegie: 2,000. No warrants.
Fields Wicker-Miurin, Director. Born 1958. Board member since 2003. Ms Wicker-Miurin has more than 20 years experience in the global financial services industry and is also an adviser to the UK government on regulatory financial industry issues. She is co-founder and partner of Leaders Quest. She was chief financial officer and director of strategy of the London Stock Exchange between 1994 and 1997. She is a member of the Nasdaq Technology Advisory Council in New York and one of ten members of the Panel of Experts selected to advise the EU Parliament on issues related to the financial services industry in the EU. Ms Wicker-Miurin has an international education with degrees from the University of Virginia, I’Institut d’Etudes Politiques in Paris, and the Johns Hopkins School of Advanced International Studies in Bologna and Washington D.C. No shares/warrants in Carnegie.
Christer Zetterberg, Vice Chairman of the Board. Chairman 2001–02. Born 1941. Mr Zetterberg has a background in the Swedish paper and pulp and manufacturing industry as well as the financial sector. Between 1990 and 1992, he was president and chief executive officer of the Volvo Group. In 1988–90 he was chief executive officer of PKbanken AB. In 1983–88 he was chief executive officer of Holmens Bruk AB. He is chairman of Mekonomen AB and a board member of Micronic Laser Systems (vice chairman), L E Lundberg Group, Boo-Forssjö AB, Nike Hydraulics AB (chairman) and Camfil. He is a member of the Royal Swedish Academy of Engineering Sciences (IVA). Mr Zetterberg has a BSc in business administration. No. of shares in Carnegie: 2,000. No warrants.
For further information, please contact Kjartan Gunnarsson, Chairman of the Nomination Committee, +354 893 7079, or Birgitta Henriksson, IR, +46 8 5886 86 39.