ANNUAL rEport 2008 - Tivoli

Board has therefore not adopted any remuneration policy.
At the General Meeting on 24 June 2008, the Supervisory Board
proposed overall guidelines for the Company’s incentive pay
which were adopted by the General Meeting.
As the Supervisory Board members of Tivoli A/S receive a fixed fee
and have not been offered any type of incentive or performance
pay, the overall guidelines relate only to the Executive Board of
Tivoli A/S as registered with the Danish Commerce and Companies
Agency.
Tivoli A/S’ existing incentive programmes comprise a cash bonus.
The Company applies incentive pay in order to retain key employees
and to ensure a high level of community of interest between
Company Management and shareholders.
Executive Board members receive a fixed annual salary. In addition,
Executive Board members may receive incentive pay by way
of a cash bonus. The amount of the cash bonus may depend on the
achievement of specific financial targets for one or several business
units, the total profit of Tivoli and/or the specific member’s
achievement of other targets. The amount of the cash bonus is
determined by the Chairmanship of the Company and it is usually
paid once a year following approval of the Company’s Annual Report
by the Supervisory Board. In accordance with the guidelines
adopted at the General Meeting, the annual bonus cannot exceed
an amount corresponding to 75% of the fixed annual gross salary.
Disclosures on the total specified remuneration and other significant
benefits paid to each member of the Executive Board are
made in note 11 to the Annual Report.
In case of significant changes to fixed or variable remuneration or
other significant changes in the employment conditions of the Executive
Board, these will be discussed in the Chairman’s report at
the Company’s General Meeting.
There are no other incentive schemes for the Executive Board,
and the Company’s remuneration does not at present include any
warrants or other share-based incentive schemes. No extraordinary
severance schemes for the Executive Board have been agreed
upon.
Each member of the Supervisory Board receives annual remuneration
of DKK 125,000; the Deputy Chairman receives an additional
50% and the Chairman an additional 100%.
risk management
One of the Supervisory Board’s monitoring tasks is to ensure that
there is effective risk management, including the identification
of major risks, the development of risk management systems and
the establishment of a risk policy and risk framework. At Tivoli,
matters relating to major risks are part of the ongoing reporting
to the Supervisory Board.
Please refer to note 33 in the Annual Report for further disclosures
on financial risks.
Auditors
The Supervisory Board discusses and assesses the independence
and competences etc of the auditors at least once a year at the
board meeting when the agenda for the Annual General Meeting
is set.
The general agreement on scope and performance of the audit
appears from the Auditor’s Long-form Report Book, which is approved
by the Supervisory Board. The auditors’ fees are disclosed
in the Annual Report.
The Supervisory Board is notified of delivery of non-audit services
by means of the Auditor’s Long-form Report Book.
The Supervisory Board has not imposed any restrictions on the
auditors’ provision of other services than the statutory audit
apart from the independence rules pursuant to legislation.
ANNUAL rEport 2008
32
The internal control systems will be assessed in connection with
the audit meeting where the external auditors will discuss their
review of the internal control systems.
The external auditors attend the board meeting that reviews and
approves the Annual Report. On this occasion issues relating to,
among others, significant accounting policies and accounting estimates
are discussed by the Supervisory Board and the auditors.
The findings of the audit are also discussed at this meeting.
The Company does not have an audit committee. As the Company
has a small Supervisory Board, all board members actively
participate in discussions relating to audit matters.
I remember the year because:
”There was a great fuss on the roller Coaster when
paris Hilton visited.”
Mads Petersen, Service Staff