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.

Members

The Board of Directors has in March 2020 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 Bøjer Jensen (re-elected, member since 2018; employee representative, not independent)
     

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 members of the Board committees, d) the Corporate Governance of the company and e) other tasks on an ad hoc basis as specifically decided by the Board of Directors.

Independence

The Nomination Committee consists of two members who are independent as defined in the Danish Corporate Governance Recommendations, including the chair, 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 should 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 main 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 three meetings in 2019. All Nomination Committee members attended all committee meetings within the member’s term in 2019. Please refer to the Annual Report 2019 on p. 39 for a detailed attendance overview.

Nomination committee report for 2019

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 2019 the Nomination Committee met three times and dealt with the following matters:

Board composition

  • Discussed the desired competences to be represented on the Board.
  • Reviewed the Board members’ competences based on the desired competences.
  • Reviewed the composition of the Board in relation to diversity.
  • Reviewed the composition of the Board and discussed long term succession planning.

Search for and nomination of Board members

  • Established search profile, conducted search, including interviews of potential candidates and recommended to the Board specific proposals for the nomination of individual members to be elected at the Annual General Meeting as chair, vice chair and board members.
  • Reviewed the composition of the Board committees and recommended to the Board specific proposals for the 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.

Special focus areas

  • Nomination of Board candidates – reviewing the composition of the Board and consider the long-term succession planning
  • Competences – reviewed the desired competences to be represented on the Board.