The Board of Directors of OMX is made up of seven members who are normally elected at the Annual General Meeting. The Board holds regular meetings approximately six times a year.
As of April 12, 2007, the Board of Directors consists of Urban Bäckström (Chairman), Bengt Halse, Birgitta Kantola, Birgitta Klasén, Hans Munk Nielsen, Markku Pohjola and Lars Wedenborn.

Responsibility of the Board of Directors
In accordance with the Swedish Companies Act and the Rules of Procedure of the Board of Directors, the Board is responsible for establishing OMX’s overall long-term strategies and objectives, establishing the budget and business plans, reviewing and approving financial statements, adopting important policies and making decisions regarding investments and significant changes in OMX’s organization and operations. The Board also appoints the President and CEO and ratifies instructions for the President and CEO as well as the composition of the Audit Committee and the Remuneration Committee. In addition, the Board makes decisions regarding salary and other remuneration to the President and CEO.

Rules of Procedure for the Board of Directors, etc.
The Rules of Procedure of the Board of Directors are determined each year by the Board following the Annual General Meeting. The Rules of Procedure outline the principles of the work of the Board and the division of responsibility between the Board and the President and CEO. The Rules of Procedure also stipulate that the Board shall have an Audit Committee and a Remuneration Committee, and define the role of the Chairman of the Board. The committees act essentially as the preparatory bodies for the Board. The Board also decides annually regarding rules for decision-making within the Group.

Chairman of the Board of Directors

The responsibility of the Chairman of the Board is to lead the work of the Board and to ensure that the Board fulfills its responsibilities in accordance with the Swedish Companies Act and the Rules of Procedure of the Board. Through continual contact with the President and CEO, the Chairman shall follow the development of the company and ensure that the members of the Board have continuous access to information necessary to follow and analyze the financial position, financial planning and development of the company. The Chairman shall also be responsible for communicating the opinions of shareholders to the Board of Directors.
 

President and CEO

The President and CEO is appointed by and receives instructions from the Board of Directors. The President and CEO of OMX is responsible for the day-to-day operations of the company, which entails assuming operational responsibility
for the company’s activities. Furthermore, the president and CEO is among other things responsible for ensuring that OMX complies with the rules regarding the disclosure of information for a company listed on the Stockholm Stock Exchange, the Helsinki Stock Exchange and the Copenhagen Stock Exchange. The President and CEO is Magnus Böcker.
 

Work of the Board of Directors during 2007

The Board held 18 meetings during the year and average attendance was 88 percent. During 2007, the Board paid special attention to the following issues: the combination with Nasdaq, budget, audit and accounting issues, internal control, financial reporting, governance of the Group, remuneration and incentive issues, and capital and financing issues. The Board also focused on the operations in the Market technology business area during the year. Hans Berggren acted as secretary at OMX’s Board meetings until August, when he was succeeded by Magnus Billing.

Evaluation of the work of the Board of Directors

The Board of Directors evaluates its work continuously through open discussions and interviews between the Chairman of the Board and individual Board members. In addition, the Rules of Procedure of the Board prescribe that at one meeting of the Board of Directors during the year the Board shall carry out an evaluation of the work of the Board. In 2007, no evaluation of the Board’s work was conducted and accordingly, OMX deviates from the corporate governance codes. 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.

 

Independence of the Board of Directors

The Board of Directors has determined that Lars Wedenborn is not considered to be independent in relation to the major shareholders of the company due to his employment at Investor AB, which owns more than 10 percent of the votes and shares in OMX. At the end of 2007, Lars Wederborn left his position to become President of Thisbe AB. Thisbe manages the assets of the Wallenberg Foundations. All of the other members of the Board of Directors have been deemed to be independent both in relation to the company as well as in relation to the main shareholders.