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• Information about the rights issue

1. Annual General Meeting
2. Nomination Comittee
3. Principles governing remuneration to senior executives
4. Board of Directors’ work
5. Auditors
6. Chairman’s responsibility
7. President
8. Group management
9. Audit Committee and Remuneration Committee
10. Fees and remuneration
11. Key policies
12. Swedish Code of Corporate Governance

The Annual General Meeting was held on April 28, 2010. At the Meeting,
135 shareholders and their representatives were present, which represented
55% of the votes. Resolutions made at the Meeting included:

• fees totaling SEK 1,600,000 to be paid to the Board, distributed as SEK 400,000 to the Chairman and SEK 200,000 to each Board member
• adopting the Meeting’s principles governing remuneration to senior executives in accordance with the proposal for guidelines for remuneration to senior executives.

At the Annual General Meeting, the following individuals were re-elected as members of TransAtlantic Board of Directors: Håkan Larsson, Helena Levander,  Christer Olsson, Folke Patriksson, Lena Patriksson Keller and Björn Rosengren. Magnus Sonnorp was elected as new board member.  In addition to the Board members elected by the Meeting, Christer Lindgren remained as trade union representative and Board member. Of the members elected to the Board, Helena Levander, Christer Olsson and Björn Rosengren are regarded as independent members. Neither the President nor any other senior executives are Board members.

Further information regarding Board members is found here.

The aim is to create a professional Board that actively contributes extensive experience from shipping and business in general. The Annual General Meeting approves the Board’s work, its remuneration and the Group’s Annual Report. The Meeting offers shareholders the opportunity to discuss current issues with the Board of Directors.

Extraordinay General Meeting

At an Extraordinary General Meeting of Rederi AB TransAtlantic on September 22, 2010, the Meeting approved a new share issue with payment through a capital contribution in kind. The decision means that the Company’s share capital will increase by SEK 277,256,760 and that the number of shares in the Company will increase by 1,817,961 Series A shares and 25,907,715 Series B shares. Furthermore, the Meeting resolved on a reduction of the share capital through a cancellation of treasury shares and on changes to the Board of Directors.

The Extraordinary General Meeting decided to fix the number of members of the Board of Directors at six up until the date of the next Annual General Meeting. Christen Sveaas and Åge Korsvold were newly elected as Board members. Folke Patriksson, Håkan Larsson, Christer Olsson and Magnus Sonnorp were retained as Board members in accordance with the resolution by the Annual General Meeting. In addition, Christer Lindgren will remain as employee representative on the Board. The Extraordinary General Meeting appointed Christen Sveaas as Chairman and Folke Patriksson as Vice Chairman of the Board of Directors.

At the Annual General Meeting has resolved to establish a Nomination Committe
shall consist ot three members representing the three largest shareholders in terms of voting rights on September each year. The Nomination Committe comprises
Christen Sveaas and Åge Korsvold representative Kistefos AS/Viking Supply AS Lena Patriksson Keller representative Enneff Rederi AB/Enneff Fastigheter AB
Jenny Lindén Urnes representative Villa Costa AB 
The Nomination Committee represented approximately 73% of the voting rights. The aim of the nomination is to create a professional Board that actively contributes extensive experience from shipping and business in general.

The Nomination Committee’s task is to propose suitable Board members, Board fees and auditors to the Annual General Meeting.

The Annual General Meeting adopted the guidelines governing remuneration to senior executives, which cover the CEO and his management group and are based on the following general principles: “The principles for remuneration to senior executives from a short and long-term perspective shall attract, motivate and create favorable conditions for retaining competent employees and managers. To achieve this, it is important to maintain fairness and internally balanced conditions that are also competitive in market terms regarding structure, scope and level. The employment terms and conditions for senior executives shall contain a well-balanced combination of fixed salary, pension benefits and other benefits, as well as special terms for remuneration in the event of termination of employment. The possibility shall exist to pay an annual bonus.

The total annual cash remuneration to senior executives shall be determined on the basis of competitiveness. The total level of remuneration shall be reviewed annually to ensure that it is in line with comparable positions in the relevant market. Compensation shall be based on both performance and position.

The company’s remuneration system shall contain various forms of remuneration aimed at creating well-balanced compensation that verifies and supports the achievement of short and long-term goals.Fixed salary shall be set individually and be based on the individual’s role and responsibility, as well as the individual’s competence and experience in the relevant position.

The Board of Directors’ responsibilities and tasks are determined in a formal work plan. The most important tasks include determining strategies, business plans and budget, as well as interim reports and annual reports and approving major investments and loans raised by TransAtlantic. Furthermore, it is the Board’s task to appoint the President, and where applicable, the Vice President. The Finance Policy, approvals list and the Information Policy, which are established annually, represent important steering instruments. The Board addresses different issues in their entirety and has expressly made the decision not to have sub-committees to prepare various matters in view of the company’s size and complexity. This means that the Board as a whole constitutes the Audit Committee and Remuneration Committee.

Special terms of reference are prepared for the President, describing the manner in which daily management and ongoing administration are to be delegated. The Board also continuously reviews and provides opinions on results, budgets, forecasts and interim reports to the market and the Group’s Annual Report. Risk management and the development of the Group are other examples of the areas of responsibilities assumed by the Board.

The Board usually meets on six occasions per year and additional meetings are held as necessary. Scheduled meetings are held in connection with quarterly reports and additional meetings are held to deal with strategic issues and decide on budgets for future financial years. 

The 2008 Annual General Meeting elected the auditing firm PricewaterhouseCoopers as company auditors with Helen Olsson Svärdström as the company’s Auditor in Charge and signs the auditors’ report together with Olof Enerbäck. The auditor’s task is to review the Board’s and President’s management of the company and the quality of the company’s financial reports, as well as review the annual report. The company’s auditors participate in three Board meetings annually to present reports on the year’s accounting and their view of the company’s internal control system. The auditors report directly to the Board of Directors. Information regarding remuneration to auditors is contained in the Annual Report, Note 8.

The Chairman of the Board is responsible for leading the Board’s work, in accordance with applicable rules for listed companies, including the Swedish Code for Corporate Governance and the Articles of Association. The Chairman monitors operations through dialog with the President and is responsible for ensuring that other Board members receive the information and documentation needed to make decisions.

Christen Sveaas is the Chairman of the Board and Folke Patriksson is, the vice Chairman of the Board.

Stefan Eliasson was appointed President in September 2010.

The President is responsible for the continuous management of the operations based on the terms of references issued by the Board of Directors and according to the Swedish Companies Act, including the Swedish Code for Corporate Governance, the Articles of Association and other applicable company rules. In consultation with the Chairman of the Board, the President prepares necessary information and documentation to be used as the basis for the Board’s work and Board decisions. The President leads the corporate management work and makes decisions in consultation with other members.

The President appointed a management team comprising fice persons, who are presented in detail on page 63. The current management team comprises Åke Rohlen responsible or the business area Offshore/Icebreaking, Mårten Carlquist, Head of Industrial Shipping, Balder Hansson, Head of Ship Management, Britta Stolt, HR Manager and Ola Helgesson, CFO.
The management team is responsible for planning, managing and following up the daily operations. The management team maintains continuous contact and usually holds monthly meetings to discuss current financial developments and operational, developmental and strategic matters. Authorities and responsibilities for the President and the management team are defined in the policies, job descriptions and attestation instructions.

The Board has decided that it shall handle auditing matters in its entirety and, thus, held three meetings with the Group’s auditors during the year. Planned and completed audits were discussed at these meetings. The audit encompasses such issues as risk assessment, risk management, financial control, accounting issues, Group policies and administrative issues. Considerable emphasis is placed on follow-ups and implementing measures. The auditors also keep the Board informed of current developments in relevant areas. The Board has also decided to address remuneration issues within the framework of Board duties. The matter of remuneration to the Group’s President and Executive Vice President was addressed, as were the principles for remuneration to senior executives. Remuneration related to the Board of Directors’ work is approved by the Annual General Meeting.

Fees and remuneration are described in more detail in Note 7 of the Annual Report.

In addition to those listed above, the Board’s responsibilities include ensuring that the Group’s policies are kept updated and are observed. The Group has policies on such issues as investments, financing and currency matters, approval and authorization of financial commitments, communications, Investor Relations and a Code of Conduct/Ethics. There are personnel and equal opportunities policies for employees in which the company’s core values of involvement, willingness to change, reliability and goal orientation are given special importance. As part of the Group’s responsibility, there are also safety and environmental policies for the company’s sea and land operations.

In 2005, the Stockholm Exchange introduce the Swedish Code for Corporate Governance (The Code) to its rules and regulations for listed company. The Code was revised in 2008 and adresses the Annual General Meeting, election of the Board of Directors, Auditors and appointment of a Nomination Committee.