Ownership Policy

This Ownership Policy was drawn up by the Board of Directors at a Board meeting held June 18, 2010 and is effective until further notice.

Fouriertransform’s Ownership Policy aims to clarify Fouriertransform’s view of its role as an owner and how the company intends to act in respect of its portfolio companies. Fouriertransform shall provide the companies with expertise, contribute to the enterprises’ networks and support good corporate governance.

The Ownership Policy will be available on Fouriertransform’s website.

Starting point

Each portfolio company is regarded as unique. The Ownership Policy cannot therefore cover every situation that may conceivably arise; rather its aim is to act as a starting point for all corporate governance.

Fouriertransform shall take an active role in the portfolio companies in which it invests. The aim is to increase the value of the portfolio companies by working in partnership with co-owners and the company’s management, thereby generating the greatest possible long-term return on the investments.

Ownership structure

Fouriertransform invests as an industrial investor and aims for its investment in each individual portfolio company to result in Fouriertransform having an interest of less than 50 percent. Fouriertransform also aims to have an interest of at least 10 percent, although this may be lowered if necessary. In order to have an influence and ensure that the company’s owners are pursuing the same aims, unlisted portfolio companies shall always have a shareholders’ agreement in place.

Board of directors

The composition of the board of directors in the portfolio companies shall be based on an analysis of the expertise required based on the company’s business. At the same time, there shall be a balance of genders, ages and ethnic backgrounds. Fouriertransform emphasizes the importance of increasing the proportion of women on the boards of the portfolio companies, and particular consideration will be given to this in the appointment of new members.

Fouriertransform intends to appoint its own board member or chairperson where appropriate, this being either one of Fouriertransform’s employees or a person drawn from Fouriertransform’s external networks. It is felt that this is the most effective way of providing the companies with the expertise that Fouriertransform’s employees and external networks can contribute. Board members appointed by Fouriertransform shall have previous experience of company management and board work or shall otherwise have substantial experience of working on such matters.

Fouriertransform always endeavors to be part of the nominating committee of the portfolio companies’ boards where such a committee exists. Fouriertransform shall work to ensure that the principles of the nominating committee’s work are transparent and that the work is effective.

Each year the board of each portfolio company shall have the work performed by its board and CEO over the preceding year assessed. This assessment should be carried out at regular intervals by an external consultant in the field.

Fouriertransform takes a positive view of board members holding shares in the portfolio company where they sit on the board, but only if the company is listed. In unlisted companies this matter must be decided following individual assessment.
The CEO of the portfolio company should not be a member of the company’s board of directors.

Auditor

Fouriertransform shall encourage the portfolio companies always to have an authorized auditor.

Capital structure

The portfolio companies shall have a well balanced capital structure that takes into account the companies’ financial position, cost of capital, investment requirements and expected results and cash flows.

Fouriertransform invests in companies that are in a development phase or are expanding their business. The portfolio companies are therefore expected not to pay a dividend, with available surplus earnings instead being used to develop and consolidate the company’s business.

As a general rule, new share issues should take the form of cash issues with preferential rights for existing shareholders. Only in special cases may directed share issues be justified.

Management

The management of the portfolio companies shall be composed of persons with a relevant mix of experience and expertise. Once again, Fouriertransform emphasizes the importance of having a balance of genders and ages among the members of the management.

Just as in the case of board members, Fouriertransform takes a positive view of genuinely key individuals among the corporate management holding shares in the portfolio companies where they work – but only provided that this does not complicate the ownership structure, exit possibilities, etc.

Remuneration issues

Board fees shall be at market rates and linked to the company’s size and complexity as well as the work involved. Board members shall be able to supplement their board work by performing consulting assignments for the portfolio company, for which the scope and remuneration shall be decided by the board of directors.

Remuneration to the management shall be at market rates. Fouriertransform takes a positive view of performance-based remuneration systems. Here there must be a clear link between performance and remuneration, and also a ceiling so that remuneration cannot reach unreasonable levels. The precise terms of the remuneration systems are a matter for the board of the respective portfolio company. Pension benefits should be on a defined contribution basis. There shall be a cost framework for total remuneration – which shall include pension contributions – so that the company’s maximum remuneration expense is always known.

Provision of information

The portfolio companies’ information shall always be up to date, correct, relevant and clear. The companies’ primary information channel shall be the website. Fouriertransform will make suggestions to the portfolio companies concerning which information should be available on each company’s website. The level of information to be provided will depend on the size and development phase of the company. Fouriertransform will encourage dialog with the various stakeholders to be as open as possible. 

Corporate governance

The majority of the portfolio companies are always likely to be unlisted companies. Unlisted companies are not required to apply the Swedish Code of Corporate Governance. Fouriertransform shall encourage good corporate governance within the portfolio companies which complies with the state’s ownership policy where appropriate. Fouriertransform will take the Swedish Code of Corporate Governance as a starting point, but adapt its requirements to the size and development phase of the portfolio companies.

Portfolio management

Finally, each company should be treated as the individual and unique company that it is. Fouriertransform shall avoid requirements of general reporting routines and standardized approaches. Each company shall be dealt with individually; pragmatically, flexibly and respectfully.

In order to be able to monitor its investment in the portfolio companies Fouriertransform needs to receive financial reports on an ongoing basis; for example, cash flow forecasts, budgets, income statements and balance sheets, the scope of which shall be adapted to each individual investment.