Statement from TeliaSonera’s Board of Directors
The Board of Directors of TeliaSonera leaves open the possibility of suing for damages against earlier officials based on what may be detected in ongoing...
The Board of Directors of TeliaSonera leaves open the possibility of suing for damages against earlier officials based on what may be detected in ongoing investigations. At the same time the Board concludes that there are no grounds to sue for damages against former President and CEO Lars Nyberg with respect to fiscal year 2013.
“In connection with the Annual General Meeting 2014, the Board of TeliaSonera stated that the company’s transactions in Eurasia have been carried out according to a repeated pattern. The short period of time – January 2013 – that we have now had to take a stand on must therefore be considered in a larger context. There are several ongoing investigations by different authorities in several countries, and the company has the option to sue for events that took place a longer time ago. Liability issues are thus examined in several ways: not only by TeliaSonera but also by external parties. One of the Board’s most important duties is to continuously consider all possibilities as regards protecting the rights and interests of TeliaSonera and its shareholders,” says Marie Ehrling, Chairman of TeliaSonera's Board of Directors.
The Board’s deliberations about liability
As announced earlier, TeliaSonera’s transactions in Uzbekistan are being investigated by authorities in Sweden, the Netherlands and the USA. The company collaborates with the authorities, and the Board of Directors follows the investigations carefully.
According to the stipulations of the limited liability companies’ act, it is possible to present claims during a 5-year period even though discharge from liability has been granted, if the Annual General Meeting that granted the discharge from liability had not been given essentially accurate and complete information about the circumstances that the claim concerns. The company continuously keeps an eye on the possibility of suing for damages according to the above stipulations. The possibility cannot therefore be excluded that based on potential findings of the ongoing investigations or things otherwise detected TeliaSonera might have claims against the Group’s earlier officials at a later stage.
Background to the resolution of AGM 2014
On account of the findings concerning TeliaSonera’s operations is business area Eurasia, PWC – which at that time was TeliaSonera’s auditor – decided before the Annual General Meeting of 2014 that it would not give a recommendation whether or not the General Meeting should grant discharge from liability to former CEO Lars Nyberg with regard to fiscal year 2013. As regards the Board members, the auditor recommended that they should be discharged from liability. In practice, the auditor’s assessment of Lars Nyberg concerned only January 2013, as Lars Nyberg then handed in his notice and left the company.
In view of the auditor’s position, the Annual General Meeting of 2014 resolved to grant discharge from liability to all Board members but not to former CEO Lars Nyberg. According to the limited liability companies’ act, if TeliaSonera wanted to sue for damages because no discharge from liability had been granted, it should be done no later than one year after the Annual General Meeting of 2014. On account of this, the TeliaSonera Board has had it investigated whether there are prerequisites for claiming damages from Lars Nyberg with respect to fiscal year 2013. A comprehensive investigation has been performed under the leadership of TeliaSonera’s General Counsel Jonas Bengtsson and with the legal expertise of law firm Mannheimer Swartling. The results of the investigation have been discussed thoroughly by the TeliaSonera Board.
The Board’s considerations and decision
The Annual General Meeting of 2014 resolved not to grant discharge from liability with respect to fiscal year 2013. During that year, Lars Nyberg was working in the company only in January. If the company decides to sue, it must be done not later than one year after the Annual Report and the Auditors’ Report were presented to the Annual General Meeting. In good time before the expiry of the period, the Board therefore needs to take a stand on whether prerequisites exist for filing a suit as regards actions covered by the resolution of the Annual General Meeting.
The investigation report submitted to the Board concludes that there are no prerequisites for suing Lars Nyberg because of his limited role in January 2013. During the period in question, only a few payment transactions were completed in Kazakhstan. The original transactions are not covered by the General Meeting’s resolution not to grant discharge from liability, as they had been initiated and decided on during earlier fiscal years. On account of the above and after a comprehensive evaluation of the different alternatives, the Board has decided not to sue Lars Nyberg for fiscal year 2013.
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