Strong governance is in keeping with TANDBERG’s core values, which include speed and precision, enthusiasm and integrity, exceeding expectations, fun and profit, and TANDBERG First. Above all, TANDBERG expects and promotes a pervasive sense of integrity and the highest ethical behavior on the part of all employees.

TANDBERG is registered in Norway with a governance structure built on Norwegian corporate law. The company is organized as a traditional limited company, with a board of directors, a chief executive officer (CEO), and an external auditor. The CEO is a member of the board of directors. The annual general meeting is where the board formally ratifies major decisions affecting the company’s affairs.

It is essential to the TANDBERG board of directors that all stakeholders have confidence in the company based on strong governance practices. Those practices include treating all shareholders equally; having independent, competent people in the company’s governing bodies; ensuring that all financial accounts are audited by qualified, independent auditors; and that information provided by the company provides an accurate picture of the underlying situation on an ongoing basis. It is policy not to give substantial consultancy contracts to the company’s auditor.

The board ordinarily meets six to eight times a year but holds additional meetings under special circumstances. Its working methods are openly discussed. Between meetings, the chairman and chief executive officer update non-executive members on current matters. There is frequent contact regarding the progress and affairs of the company. The board currently consists of seven members, five elected by the shareholders and two elected by the employees. The board’s size and composition will continue to be open to discussion. On pages 6 and 7 of the annual report, there is a more detailed description of board members, their experience, and expertise. An independent nomination committee is responsible for proposing candidates for election to the board by shareholders. The committee is currently comprised of Halvor Løken, Åge Korsvold and Jan Penne. A list of board nominees is given to shareholders with at least two weeks notice of voting. Remuneration for board members is a fixed annual sum approved at the annual general meeting.

TANDBERG has no limitations on the transferability of shares and has one class of shares. Each share entitles the holder to one vote. The board of directors is committed to protecting shareholder rights and interests by reducing risk and maximizing shareholder value. This includes benchmarking management responsibility with a transparent, open, and accountable mechanism.

Communication with shareholders is a high priority. During the announcement of quarterly and annual financial results, there is opportunity for management to answer questions from the company’s shareholders. TANDBERG continually seeks ways to communicate more effectively with its shareholders throughout the year. In 2003 we began providing mid-quarter market updates.

To achieve its aggressive long-term growth targets, it is TANDBERG’s policy to maintain a high equity ratio, however, the company has a business model that allows for strong cash flow generation. Consequently, TANDBERG’s needs for growth can be met while also maintaining a dividend distribution as long as the company is reaching targeted growth levels.

The TANDBERG Web site (www.tandberg.net) provides shareholders with information about the company including annual and quarterly reports, press releases, financial presentations, share price information, and key contact information, including the Chief Financial Officer and Investor Relations.