Work of the Board of Directors

The Board of Directors is appointed by the Annual General Meeting for terms extending until the next Annual General Meeting. At the Annual General Meeting in May 2009, all board members were re-elected. In addition, Vigo Carlund was re-elected as Chairman of the Board of Directors and Mike Parton was elected Deputy Chairman of the Board.

The Board is responsible for the company’s organization and management, and is composed in such a way as to enable it to effectively support and manage the responsibility of the company’s senior executives. The Board makes decisions on overall strategies, organizational matters, acquisitions, corporate transactions, major investments, and establishes the framework of Tele2’s operations by defining the company’s financial goals and guidelines. In 2009 the Board convened five times on different locations in Europe. In addition three per capsulam meetings and eight telephone conference meetings were held.

Within the Board, a Remuneration Committee and an Audit Committee have been appointed. These committees should be seen as preparing bodies for the Board and as such do not reduce the Board’s general or joint responsibilities for the company’s interests and the decisions made. All Board members have access to the same information. The Chairman of the Board closely monitors the company’s development and is responsible for ensuring that other members receive the information they need to perform their board duties efficiently and appropriately.

The work of the Remuneration Committee includes salary matters, pension conditions, bonus systems and other terms of employment for the CEO and other senior executives. The Audit Committee’s role is to maintain and improve the efficiency of contact with the Group’s auditors and to supervise the procedures for accounting and financial reporting and auditing within the Group.

Remuneration to the Board is stated in Note 36 and the Corporate Governance Report is available on Tele2’s website www.tele2.com.