The Nomination Committee consists of up to five members elected by
the Board of Directors from among its
members. One member is designated as chairman and one member is an
The Board of Directors has in March 2018 elected the following members to the Nomination Committee:
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.
The Nomination Committee consists of two
members who are independent, including the chairman, 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.
The Nomination Committee conducted eight
meetings in 2017 (excluding interviews with candidates). Two members
were excused from one meeting within the member’s term in 2017.
Please refer to the Annual Report 2017 on pp 54-55 for a detailed
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 2017, the Nomination Committee met eight times and
dealt with the following matters:
Search for and recommendation of board members
Nomination Committee matters and governance
Special focus areas