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Corporate Governance
The Board of Directors and the Board of Executives of Dantherm A/S strive to carry out good corporate governance. They endeavour at all times to ensure that the group’s management structure and control systems are expedient and satisfactory. The management has decided to follow the recommendations of NASDAQ OMX Copenhagen on corporate governance, except for the Board of Director’s self-assessment. This exception will be explained in detail further down this page.
General meeting
The general meeting is the highest-ranking authority in the company. The annual general meeting is held in April.
The Board of Directors calls the general meeting giving at least fourteen days’ notice. The invitation contains an agenda of items to be considered. The agenda and proposals for consideration are sent to all registered shareholders.
Composition of the Board of Directors
The Board of Directors has eleven members of whom seven are elected for a period of one year at a time at the general meeting, while four members are elected by the group’s employees in Denmark in accordance with Danish company legislation. The employee representatives have the same rights and obligations as the members elected by the general meeting and are elected for a period of four years. The most recent election among the employees was held in 2007. All board members elected at the general meeting are independent of the company.
The Board of Directors regularly assesses the composition and number of board members. The Board of Directors finds the composition and the number of board members adequate in relation to the company’s current needs.
Work of the Board of Directors
The Board of Directors is responsible for the general management of Dantherm and for verifying whether the work of the management complies with the adopted objectives, strategies and procedures.
The Board of Directors convenes at least five times a year according to a fixed meeting schedule. One of these meetings is dedicated to determining the objective and strategies of the group and the individual business segments. The Board of Directors may also call extraordinary meetings if demanded by circumstances.
The Board of Directors’ rules of procedure form the basis of its work. The rules of procedure are updated at least once a year. The Board of Directors has established guidelines for the Board of Executives’ reporting to the Board of Directors. The Board of Executives thus keeps the Board of Directors informed about the business segments’ development and profitability, financial standing and other operational matters. This information is provided systematically at meetings and through written and oral communication.
The Board of Directors elects a chairman and deputy chairman who constitute the chairmanship together. The duties, obligations and responsibilities of the chairmanship are stated in the rules of procedure and include the planning of board meetings in collaboration with the Board of executives of the company. The Board of Directors may set up an ad hoc committee to handle special tasks.
Auditing committee
As early as 2005, the Board of Directors of Dantherm decided to appoint an auditing committee, which has been working ever since. Based on the recommendations of NASDAQ OMX Copenhagen, the Board of Directors has outlined terms of reference for the work of the auditing committee.
The terms of reference of the auditing committee are approved annually by the Board of Directors. In 2008, the terms of reference were updated in connection with the amendments to the Danish Auditing Act (Revisionsloven).
Reporting to the Board of Directors, the auditing committee’s primary task is to monitor the company’s accounting and financial reporting system to ensure the reliability of its accounting and financial information. Moreover, the auditing committee is charged, among other things, with monitoring the statutory auditing and with checking the independence of the auditors.
The Board of Directors’ proposal concerning the appointment of auditors is thus based on a recommendation from the auditing committee.
The work of the committee is exclusively preparatory, and important matters are considered and decided by the Board of Directors. The members of the committee are elected by the Board of Directors for a period of one year at a time. The members must be independent and have knowledge of accounting and financial matters. The chairman of the Board of Directors must not be a member of the committee.
Audit
Based on the recommendation of the Board of Directors, the general meeting appoints a firm of state-authorised public accountants for one year at a time. Prior to the recommendation to the general meeting, the Board of Directors and with it the auditing committee assess the auditors’ independence and competence.
The auditors regularly report on the progress of the audit in a long-form audit report which is submitted to the Board of Directors. As a minimum, the auditors participate in one board meeting annually, and in 2008 they also participated in all the meetings of the auditing committee.
Capital and share structure
The Board of Directors regularly assesses the composition of the company’s capital and share structure. These are assessed in relation to the capital required by the group to implement the agreed strategy.
The Board of Directors believes that an equity interest of at least 30% is in the interest of the company and the shareholders. There is only one share class in the company.
Deviation from OMX NASDAQ Copenhagen’s recommendations on corporate governance
According to the recommendations on corporate governance issued by OMX NASDAQ Copenhagen, the self-assessment must be carried out annually. The Board of Directors of Dantherm carries out regular assessments as and when deemed necessary. The Board of Directors carries out a regular assessment of the composition of the Board of Directors and the way it works and carries out its duties, among other things. This includes evaluating the cooperation between the Board of Directors and the Board of Executives.
The self-assessment is carried out by the chairmanship and is based on questionnaires. The consequences of the assessment are discussed by the Board of Directors. In 2008, a self- assessment was carried out in accordance with the above-mentioned guidelines.
The company and management's duties as regards external relations
Based on the recommandations of the Nørby Committee, the management has decided to pursue an open and active information policy towards all its external relations - including promotion of the dialogue with investors and analysts. This will ensure that all information available wil give an up-to-date and true picture of the expectations to the company.
The management has laid down principles for the company's communication strategy towards all relevant relations and stakeholders.
To inform the company's shareholders and the stakeholders in the financial market, the management will as a minimum provide quarterly information via the OMX Nordic Exchange Copenhagen, supplemented by ad hoc information and the company's annual report.
Registered shareholders in Dantherm A/S will automaticly receive the company's annual reports and the invitation for annual general meetings.
Furthermore, the management wishes to ensure that the company's homepage is expanded and updated on an ongoing basis with all relevant information about the company and its activities, thus giving a full picture of Dantherm and the companies of the Dantherm Group.