The Audit Committee

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The Audit Committee

The Audit Committee has two members elected by the Board from among its members. All members qualify as independent as defined by the US Securities and Exchange Commission (SEC). One member is designated as chairman and one member is designated as Audit Committee financial expert. One member is not regarded as independent under the Danish Corporate Governance Recommendations.

In 2007, the Audit Committee held four meetings and all members participated in all meetings. The CFO also attended all meetings.

The Board has in March 2008 elected the following to the Audit Committee: Kurt Anker Nielsen (Audit Committee Chairman and Financial Expert) and Jørgen Wedel (Audit Committee Member).

Roles and responsibilities
The Audit Committee assists the Board with oversight of a) the external auditor, b) the internal auditors, c) the procedure for handling complaints regarding accounting, internal controls, auditing or financial reporting matters ('whistleblower function'), d) the accounting policies, e) internal controls systems and f) post-completion review of fixed asset investments previously approved by the Board.

Under Danish law, the statutory external auditor is elected by the shareholders. All shareholders as well as the board have the right to propose candidates for election. The Audit Committee recommends to the Board the statutory external auditor to be nominated by the Board and elected by the shareholders at the Annual General Meeting.

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