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Skandia fined for breach of Stockholm Stock Exchange's listing agreement


Skandia fined for breach of Stockholm Stock Exchanges listing agreement Skandia has contravened its disclosure obligation under the companys listing agreement with Stockholm Stock Exchange. Accordingly, the Exchanges Disciplinary Committee has decided to fine Skandia. The Committee has found that the information provided by Skandia in its annual report for 2000 about the benefits to the companys president was misleading and incomplete, and that the information provided in the annual report about the Sharetracker and Wealthbuilder bonus programs was misleading and incorrect. Information about benefits paid to the president In accordance with a recommendation issued by Näringslivets Börskommitté (the Swedish Industry and Commerce Stock Exchange Committee, NBK) in 1993 which formed part of the listing agreement Skandia was obliged to provide information in its annual report about the benefits to its senior executives. In accordance with this, Skandia provided information in its annual report for 2000 about the benefits to Lars-Eric Petersson, including Peterssons portion of the Sharetracker option program, which was in effect up to May 15, 2000. Skandia reported Peterssons general pension terms but did not provide information showing that the pension benefits represented a substantial improvement compared to prior years and constituted compensation for the fact that Petersson had relinquished most of the bonus of SEK 103 million that he should have received from Sharetracker for the year 2000. Nor did Skandia disclose that additional compensation of SEK 36 million had been paid to Petersson for the nonpayment of a bonus from Sharetracker. The Disciplinary Committee found that Skandias information in these two respects was incomplete and represented a breach of the listing agreement. Information about the bonus programs The annual report also contained information that profit for 2000 had been charged with SEK 261 million for the Sharetracker program and SEK 339 million for a bonus program called Wealthbuilder. However, additional undisclosed commitments from Skandia regarding both Sharetracker and Wealthbuilder were found. The undisclosed amount for Sharetracker was SEK 358 million and the amount for Wealthbuilder slightly exceeded SEK 1 billion. The Disciplinary Committee found that Skandias information about both of these bonus programs was misleading and incorrect and that, accordingly, the company was guilty of breaching the listing agreement. The Disciplinary Committee established that Skandia should pay a fine of two annual fees, making a total of SEK 2,670,296. One member of the Committee disagreed with the ruling and wanted to establish a fine of one annual fee for shortcomings in the reporting of Wealthbuilder. Disciplinary Committee Stockholm Stock Exhchanges Disciplinary Committee consists of five independent members. The role of the Disciplinary Committee is to consider suspicions regarding whether Exchange Members (i.e. banks and brokerage firms) or listed companies have breached the rules and regulations applying on the Exchange. If Stockholm Stock Exhchange suspects that a member or a listed company has acted in breach of Stockholm Stock Exhchanges rules and regulations, the matter is reported to the Disciplinary Committee. Stockholm Stock Exhchange investigates the suspicions and pursues the matter and the Disciplinary Committee issues a ruling regarding possible sanctions. The Swedish Financial Supervisory Authority is entitled to request the Disciplinary Committees deliberation if the matter involves a company that owns the Exchange. The sanctions possible for listed companies are a warning, a fine or delisting. The fines that may be imposed range from one to ten annual fees. The sanctions possible for Exchange Members are a warning, a fine or debarment. The Disciplinary Committee's Chairman and Deputy Chairman must be lawyers with experience of serving as judges. At least two of the other members of the Committee must have in-depth insight into the workings of the securities market. Members: Supreme Court Justice Johan Munck (Chairman), Supreme Court Justice Marianne Lundius (Deputy Chairman), Madeleine Leijonhufvud (professor), Stefan Erneholm (company director) and Hans Mertzig (company director). Deputy Members: Hans Edenhammar (MBA), Claes Beyer (lawyer), Jack Junel (company director), Lars Östman (professor) and Ragnar Boman (MBA). For more information, please contact: Anders Ackebo, Head of Surveillance, Stockholm Stock Exchange +46 8 405 70 10 Ulf Lindgren, Chief Legal Council, Stockholm Stock Exchange +46 8 405 70 60

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