The Nomination Committee

The Nomination Committee consists of up to five members elected by the?Board of Directors?from among its members.?One member is designated as chair and one member is an employee representative.
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The Board of Directors has in March 2019 elected the following members to the Nomination Committee:

  • Helge Lund (re-elected, member since 2017, chair since 2018; independent)
  • Sylvie Gregoire (re-elected, member since 2018; independent)
  • Kasim Kutay (re-elected, member since 2017; not independent)
  • Mette B?jer Jensen (re-elected, member since 2018; employee representative, not independent)
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Roles and responsibilities

The Nomination Committee assists the Board of Directors with oversight of a) the competence profile and composition of the Board of Directors, b) nomination of members of the Board of Directors, c) nomination of Board of Directors committees, and d) other tasks on an ad hoc basis as specifically decided by the Board of Directors.
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Independence

The Nomination Committee consists of two members who are independent, including the chair, as defined in the Danish Corporate Governance Recommendations and two members who are non-independent. One member is an employee representative. According to the Danish Corporate Governance Recommendations a majority of the members of a board committee shall qualify as independent. Hence, the composition of the Nomination Committee does not conform to the Danish Corporate Governance Recommendations. This is due to the fact that the Board of Directors finds that the composition of the Nomination Committee allows for?a representative of the majority shareholder, who qualifies as a non-independent Board member, as well as an employee representative, who also qualifies as a non-independent Board member, being on the Nomination Committee while maintaining an operational structure of the Nomination Committee with relative few members.

Attendance

The Nomination Committee conducted six meetings in 2018 (excluding interviews with candidates). All Nomination Committee members attended all committee meetings within the member’s term in 2018, except one member who was excused from one meeting within the member’s term in 2018. Please refer to the Annual Report on pp. 50-51 for a detailed attendance overview.

Nomination Committee Report 2018

The Nomination Committee works according to an Annual Work Plan with fixed agenda items. In addition, the Nomination Committee conducts a search process for potential candidates for the Board.

In 2018, the Nomination Committee met 6 times and dealt with the following matters:

Board composition

  • Reviewed and recommended a revision of the desired competences to be represented on the Board.
  • Reviewed the Board members’ competences based on a self-evaluation conducted by each board member.
  • Discussed and recommended to the Board that the Board members assessed the appropriateness of the level of board and executive positions of the other Board members (overboarding).
  • Reviewed the developments in respect of required and desired diversity aspects for the Board and reviewed the composition of the Board in relation to diversity.
  • Discussed long term succession planning for the Board and identified need for replacements for Board members stepping out.?
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Search for and recommendation of Board members

  • Established search profile, conducted search, including interviews of candidates and recommended to the Board specific proposals for nomination of individual members for election or re-election at the annual general meeting as chair, vice chair and board members and prepared the Board’s recommendation to the annual general meeting.
  • Presented to the Board a specific proposal for election or re-election of individual members as Board committee members.


Nomination Committee matters and governance

  • Endorsed the Annual Work Plan for 2019.
  • Conducted a self-evaluation including a review of the Nomination Committee charter.
  • Conducted private meetings without the assigned executive being present.
  • Endorsed a report on the Nomination Committee’s activities in 2018.
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Special focus areas

  • Nomination of Board candidates – Identified and interviewed candidates.
  • Competences - Reviewed and recommended a revision of the desired competences to be represented on the Board.
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