Corporate governance refers to the decision-making process, through which the owners of a company directly or indirectly control the company. High quality of information to owners and the capital market contributes to an efficient decision making system and gives the various groups of owners a satisfactory overview of the company’s operations. Corporate governance has been developed mainly through legislation and self-regulation.

OMX Aktiebolag (OMX) is a Swedish public limited company and VPC company. The basis for governance of the company and its Group is contained in the Articles of Association, the Swedish Companies Act and other applicable Swedish laws and rules. OMX’s shares are listed on the stock exchanges in Stockholm, Helsinki, Iceland and Copenhagen. OMX follows the rules that apply to each exchange. All of the exchanges’ rules include the particular country’s national corporate governance code. OMX does not apply the Danish code since it is not applicable to such foreign companies as OMX. OMX applies the Swedish, Finnish and Icelandic Corporate Governance codes.

Deviations from the corporate governance codes

OMX deviates from the corporate governance codes by:

(i) Not having convened and announced the names of members of the Nomination Committee that shall be published on the company’s website not later than six months prior to the Annual General Meeting, which is scheduled to be held on April 21, 2008.
(ii) Not evaluating the work of the Board of Directors during the preceding fiscal year 2007.

The reason that OMX has chosen to deviate is that it is highly probable that the company will be a wholly owned subsidiary of Nasdaq as early as during the first quarter of 2008. It is reasonable to expect that the new owner will appoint a largely changed Board of Directors at the time of transfer. At the same time, OMX will be delisted from the Nordic Exchange and, consequently, the corporate governance codes will no longer be applicable.

Swedish code of corporate governance

A Swedish Code of Corporate Governance was established in 2004 and entered into effect on July 1, 2005, when it was introduced as part of the listing agreement of the OMX Nordic Exchange Stockholm.

Finnish code of corporate governance

The Finnish Code of Corporate Governance came into effect in July 2004. The Code was included in the stock-market rules that apply to all companies listed on the OMX Nordic Exchange Helsinki.