Annual Report 2010 - Falck

36 Falck Annual Report 2010 | Management review
Corporate governance 2010
Background
The Board of Directors and the Executive Management Board of
Falck monitors developments within corporate governance on
a regular basis. Although the company is not a listed company,
Falck wishes to ensure that the Group is managed, internally as
well as externally, in a manner that is consistent with national
and international rules and in line with the corporate mission
and which also matches the expectations of the different
stakeholder groups, including shareholders, employees and
customers.
Corporate governance recommendations in Denmark are issued
by the Committee on Corporate Governance in Denmark. The
Committee most recently updated its recommendations on 8
April 2010. This was the third revision of the recommendations,
originally published in 2005.
Following the latest revision, the corporate governance
recommendations are set out under nine main headings, 1–9,
and appendix 1 on board committees. Each main section begins
with a general rationale that explains why recommendations
have been prepared with respect to that theme. The specific
recommendations are set out below the rationale. Finally,
comments are given on the recommendations to varying
degrees.
The nine main headings are:
1. The role of the shareholders and their interaction with the
management of the company
2. The role of stakeholders and their importance to the
company and the company’s corporate social responsibility
3. Openness and transparency
4. The tasks and responsibilities of the supreme and the
central governing bodies
5. Composition and organisation of the supreme governing
body
6. Remuneration of Management
7. Financial reporting
8. Risk management and internal control
9. Audit
Below is a description of Falck’s position on the updated corporate
governance recommendations in accordance with the
‘comply or explain’ approach which has its roots in the Danish
Financial Statements Act and the stock exchange rules. The
description below only includes the introduction to each main
section (the complete recommendations are available at www.
corporategovernance.dk).
Falck’s management
The company is managed by a Board of Directors comprising
not less than five and not more than ten members, who may
not have turned 70 years of age. Members of the Board of
Directors are elected by the shareholders at the annual general
meeting for terms of one year. In addition to the members
elected by the shareholders, the Board of Directors includes
members elected pursuant to the statutory rules on employee
representation on the Board of Directors.
Members of the Board are:
Lars Nørby Johansen (Chairman)
Lars Terney (Deputy Chairman)
Thorleif Krarup (Deputy Chairman)
Steen Hemmingsen
Kim Gulstad
Johannes Due
Mats Jansson
Thorhild Widvey
Vagn Flink Møller Pedersen (elected by the employees)
Jan Heine Lauvring (elected by the employees)
Per Aastrup (elected by the employees)
None of the above is a member of both the Board of Directors
and the Executive Management Board of Falck A/S. Kim
Gulstad (NC), Lars Terney (NC), Thorleif Krarup (LF) and Steen
Hemmingsen (LF) represent major shareholders on the Board,
namely Nordic Capital (NC) and the Lundbeck Foundation (LF),
respectively. Lars Nørby Johansen is former President and CEO
of Falck.
Executive Board
The company’s Executive Management Board consists of Allan
Søgaard Larsen, President and CEO, and Morten Reignald Pedersen,
Deputy CEO.
1. The role of the shareholders and their interaction
with the management of the company
The company’s shareholders, employees and other stakeholders
have a joint interest in the company always being capable of adjusting
to changing demands, which allows the company to continue