Corporate Governance

On November 18, 2016, the company’s board of directors established an Audit Committee, which comprises of at least two members, of whom one shall be chairman. The Audit Committee comprises of Philip Siberg (Chairman) and Marlou Janssen-Counotte.

The committee is responsible for, among other things, monitoring the company’s financial reporting and the preparation of the board of directors’ work in respect of quality control of this reporting, monitoring the company’s internal control, internal audit, and risk management as regards the financial reporting, as well as establishing guidelines for the procurement of supplementary services from the company’s auditor.

The committee, or the nomination committee, as appropriate, shall also assist in preparing proposals regarding decisions on the election of an auditor and the fees to be paid for auditing services, as well as meet the company’s auditor on an ongoing basis. The committee shall keep minutes at all audit committee meetings, and present them to the board of directors, together with an oral debriefing, in connection with decisions made by the board of directors.

On November 18, 2016, the company’s Board of Directors established a Remuneration Committee to comprise at least two members, one of whom shall be the chairman. The Remuneration Committee is comprised of Marlou Janssen-Counotte (Chairman) and Philip Siberg.

The committee’s task is to prepare the Board of Directors’ resolutions regarding matters involving principles for remuneration, remuneration and other employment terms and conditions for the company’s executive management.

The committee shall also monitor and evaluate ongoing or, during a particular year, completed programs of variable remuneration for the executive management, as well as the application of guidelines for remuneration to senior executives as resolved by the AGM. The committee shall keep minutes at all remuneration committee meetings, and the minutes shall be presented to the board of directors, together with an oral briefing, in connection with decisions made by the board of directors.