Corporate Governance

Corporate Governance
Board of Directors

ice group AS

The Board of Directors is elected by the shareholders at the Annual General Meeting (“AGM”). The Board of Directors manages the shareholders’ interests by establishing goals and strategies for the business, evaluating the operational management, and securing systems for monitoring and control of established goals. It is also the task of the Board of Directors to ensure that there is sufficient control over the company’s compliance with laws and other rules that apply to the company’s business, that the necessary ethical guidelines are established for the company’s conduct, and to ensure that the company’s communications are open, as well as accurate, relevant, and reliable.

Between AGMs, the Board of Directors is the company’s highest governing body.

According to the articles of association, ice group's Board of Directors shall consist of one to fifteen members and up to fifteen deputy members. The AGM decides the exact number of members.

The members of the Board of Directors shall devote their time and attention to ice group, and acquire the necessary knowledge to defend the company and its shareholders.

Work of the Board of Directors

The Board of Directors is regulated by the Rules of procedure, in addition to laws and recommendations. The Rules of procedure are established by the Board of Directors and reviewed annually through Board decisions.

The Rules of procedure are divided into different sections in order to clarify and regulate the Board of Directors’ work and tasks. The parts consist of the Board of Directors’ Rules of procedure and instructions to the CEO. The Board of Directors has an Audit Committee, an Investment Committee and a Remuneration Committee. The purpose of these Committees is to deepen and streamline the work of the Board of Directors and to prepare matters in these areas.

The Rules of procedure describe which items shall be found on the agenda at each Board meeting, the annual cycle of items over the business year, and the agenda for statutory Board meetings. The rules of procedure include the Board’s general duties, distribution of work within the Board, how Board meetings shall be recorded, and provision of information to the Board of Directors before the Board meeting and between Board meetings.

Before each Board meeting, the members receive detailed documentation about the matters to be discussed at the Board meeting. Also, inbetween board meetings, reports are distributed on a timely basis on operational and financial development.

The Chairman of the Board of Directors annually evaluates the work of the Board through a systematic and structured process, with the purpose of developing the Board’s work and efficiency. The Board of Directors continually evaluates the CEO’s work, and the Board addresses this evaluation without anyone from the Company management being present.

Instructions for the CEO

The Board of Directors has prepared and established instructions regarding the CEO’s tasks and responsibilities, as well as obligations to the Board of Directors. The CEO is responsible for managing and developing the Company and dealing with the ongoing management of the Company’s business affairs within the framework of the Swedish Companies Act, the Company’s business plan, instructions for the CEO, and guidelines and instructions announced by the Board.

In the internal work, the CEO shall monitor that the Company’s organization is businesslike and efficient, ensure that the internal controls are effective and efficient, implement the Company’s strategy and goals, and process and suggest qualitative and quantitative goals for the Company’s various business units. For the Board of Directors, the CEO shall continuously and before each ordinary Board meeting create, compile, and present data that the Board of Directors requests for assessment of the Company’s economic situation, such as reports, key figures and comments, proposals for business plan, marketing plan, budgets, forecasts, financial statements, interim reports and annual reports.

Members of the Board of Directors

  • Hans-Holger Albrecht

    Hans-Holger Albrecht

    Chairman

    Hans-Holger Albrecht is CEO of Deezer, one of the largest music streaming services worldwide. Deezer offers more than 35 million tracks in over 180 countries to currently more than 16 million active monthly users. Prior to this Albrecht was President and CEO of Millicom International, the international telecom and media group, operating in more than 16 countries in Latin America and Africa. 

    Before this, Albrecht was President and CEO at Modern Times Group MTG AB. Before joining MTG, Albrecht worked for Luxembourg-based media group CLT, where he was responsible for all television activities and business development in Germany and Eastern Europe. Albrecht has studied at the University of Freiburg in German and received a Master of Laws degree (LLM) from the Ruhr University Bochum.

  • Guillaume d’Hauteville

    Guillaume d’Hauteville

    Director

    Guillaume d’Hauteville is Vice Chairman of Access Industries and serves as the Chairman of Deezer and STT Properties.

    D’Hauteville has many years’ experience from the telecommunication business. D’Hauteville has previously served as Vice Chairman of Nomura International and served as a Managing Director of Paris Office of Lehman Brothers Inc. D'Hauteville also served as the firm's Co-Head of French Investment Banking in July 2005; Chairman of Lehman Brothers - France in September 2003; and Vice Chairman of European Investment Banking in January 2007. He served as the Chief Executive of France at Lehman Brothers Holdings Inc. and also served as its Co-Head of Investment Banking in France. In 2000 Mr. D'Hauteville joined Banque Lehman Brothers France, where he was served as the Chairman and Chief Executive Officer.

    D'Hauteville graduated with an M.B.A. from HEC and Harvard Business School.

  • Jörg Mohaupt

    Jörg Mohaupt

    Director

    Jörg Mohaupt is responsible for the media, online and telecom business at Access Industries, which he joined in May 2007. He was previously a managing director of Providence Equity Partners. Before joining Providence in 2004, he was an executive director at Morgan Stanley and Lehman Brothers in their TMT groups.

    Mr. Mohaupt has been actively involved in the media and telecommunications sector since 1992 and currently serves on the boards of ice group AS, Deezer, Gettaxi Ltd, Perform Group Limited, Sentient Technologies and ULE.

  • Ingvild Myhre

    Ingvild Myhre

    Director

    Ingvild Myhre graduated from the Norwegian University of Science and Technology. She was previously President of the operator Network Norway. Under her leadership, the company grew from a startup to become one of Norway´s largest operators. Ingvild has previously held leading positions at Alcatel Telecom Norway (CEO), Telenor Mobil (CEO). Since 2009, she has worked as an entrepreneur and board member. Amongst others she has launched the mobile operator Chili Mobile, a new Norwegian low cost operator to offer mobile services in Telia's network.

    Ingvild is the chairman of the board of Ice Communication Norge AS and Ice Norge AS.

  • Mari Thjømøe

    Mari Thjømøe

    Director

    Mari  Thjømøe has 30 years of experience from oil and energy, finance and real estate. She has held various management positions including SVP in Statoil ASA, CFO in KLP Insurance, and CFO and CEO in Norwegian Property ASA. Thjømøe runs an investment and consulting business, and she is a board member of several companies, both listed and private. Thjømøe holds a Master of Economics and Business Administration from BI Norwegian Business School and is a Chartered Financial Analyst from the Norwegian School of Economics and Business Administration (“NHH”). Thjømøe has attended Executive Programs at London Business School and Harvard Business School.Thjømøe is a Norwegian citizen, and resides in Oslo, Norway.

Audit Committee

The Audit Committee is appointed annually by the Board of Directors and is a body within the board of ice group. Its work covers all the entities within the group.

Members

Committee members are Thomas Harding (Chairman) and Ingvild Myhre.

Committee’s duties

The Audit Committee’s work is primarily of a preparatory and advisory nature. The Audit Committee monitors the internal and external financial reporting, as well as the effectiveness of the company’s internal controls and risk management. The Committee continuously monitors and evaluates the auditor’s independence.

In consultation with committee members, the Chairman of the Audit Committee decides where and how frequently the committee is to meet.