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 employee representative.
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 attendance overview.
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