Download annual report 2011 here - Dantherm

INDEX INDEXcorporate governanceThe Board of Directors and the ExecutiveBoard of Dantherm A/S strive to ensuregood corporate governance. Endeavoursare made at all times to ensure that thegroup's management structure and controlsystems are expedient and satisfactory.At the company's website (http://www.dantherm.com/Investors/Corporate_Governance.aspx),a statement can be foundwhich, in accordance with the updatedrecommendations on corporate governancefrom NASDAQ OMX Copenhagenof August 2011, describes the company'scompliance with the individual recommendationsas well as setting out themanagement's comments on the individualrecommendations.In the opinion of the Board of Directors,the recommendations on corporate governanceare complied with by Dantherm,with the exceptions in recommendationsRecommendation4.14The Committee recommends that the supreme governing body annuallydiscuss the company's activities to ensure diversity at managementlevels, including equal opportunities for both sexes, and that thesupreme governing body set measurable objectives and in the managementcommentary in the annual report and/or on the company'swebsite give an account of both the objectives and the progress madein achieving the objectives.5.10.3, 5.10.7 and 5.10.8:The Committee recommends that the supreme governing bodyestablish an actual audit committee, a nomination committee and aremuneration committee.no. 4.1.4 and 5.10, see the overviewbelow.Composition and duties of theBoard of DirectorsThe Board of Directors has seven membersof whom four are elected for a periodof one year at a time at the annual generalmeeting, while three members areelected by Dantherm's employees in Denmarkin accordance with Danish companylegislation. The employee representativeshave the same rights and obligations asthe members elected by the annual generalmeeting and are elected for a periodof four years. The most recent electionamong the employees was held in 2011.More than half of the members of theBoard of Directors elected at the annualgeneral meeting are independent of thecompany.The Board of Directors carries out an annualassessment of the composition ofDantherm's practicethe Board of Directors and the way itworks and carries out its duties, amongother things. This includes evaluating thecooperation between the Board of Directorsand the Executive Board. The selfassessmentis carried out by the chairmanof the Board of Directors and is based onquestionnaires and oral discussions. Theresults of the assessment are discussed bythe Board of Directors.As part of the Board of Directors' selfassessment,an assessment is made of thecomposition of the Board of Directors,including for example a consideration ofdiversity and the need for special competencies.The Board of Directors is composedof experienced corporate sector individualswith a professional backgroundand practical experience that match thechallenges facing the group.Further information about the compositionand competencies of the Board ofActivities and principles concerning diversity at management levels are beingincorporated in the employee policies.No specific diversity targets have been defined at management levels, but effortsare made to ensure equal opportunities for everyone.Based on the current size of the group and the Board of Directors, it is assessedby the Board of Directors that it is not expedient to appoint boardcommittees, but that the joint Board of Directors is the natural place for discussions.Directors can be found in the annual report'ssection on the Board of Directors.The Board of Directors convenes at leasteight times a year according to a fixedmeeting schedule. One of these meetingsis dedicated to discussing the group's objectivesand strategies. The Board ofDirectors may also call extraordinarymeetings if the circumstances demand it.Eight board meetings were held in 2011.The Board of Directors' rules of procedureform the basis of its work. The rules of procedureare updated at least once a year.2002Dantherm was listed on the CopenhagenStock Exchange in 2002 and currentlyhas approx. 3,800 shareholders.Remuneration policyThe Board of Directors discusses andregularly assesses the principles of remunerationof the Executive Board to ensurethat they comply with the commonpractice for comparable companies andreflect the efforts required.To ensure matching interests betweenthe Executive Board, executive employeesand the shareholders, an agreement hasbeen made for bonus pay which mayconstitute up to 40% of the basic pay. Thepayment of bonus is conditional uponthe fulfilment of a number of agreed objectives.No extraordinary severance programmeshave been agreed with the Board ofDirectors, the Executive Board or executiveemployees. Some members of theexecutive employees are entitled to compensationin the event of an acquisitionor takeover by an external company.The Board of Directors receives a fixedremuneration. Remuneration may also bepaid for ad hoc work, which was not thecase in 2011.In 2007, the group established a two-yearshare option programme for members ofthe Executive Board and a small numberof executive employees. In 2009, theBoard of Directors decided not to continuethe programme.The remuneration paid to the managementis described in further detail in anote to the annual report.Internal control and risk managementsystems in connectionwith financial reportingThe Board of Directors and the ExecutiveBoard are overall responsible for theDantherm group's risk management andinternal controls in connection with thefinancial reporting process. The Board ofDirectors and the Executive Board are alsooverall responsible for ensuring compliancewith relevant legislation and otherrules and regulations relating to financialreporting.The Board of Directors and the ExecutiveBoard make a priority of continuallyensuring good risk management andinternal controls in connection with thefinancial reporting process.The group's risk management and internalcontrols are designed to effectivelymanage and eliminate the risk of errorsand omissions in connection with thefinancial reporting.The group's risk management and internalcontrol systems in relation to thefinancial reporting will provide reasonable,but not absolute, assurance thatmisappropriation of assets, losses and/or significant errors and omissions in thefinancial reporting are avoided.The Board of Directors and the ExecutiveBoard regularly assess significant risks andinternal controls in relation to the group'soperations and their potential impact onthe financial reporting process.Dantherm A/S has decided to publishthe full description of the main elementsin the company's internal control andrisk management systems in connectionwith the financial reporting process onthe company's website (http://www.dantherm.com/Investors/Corporate_Governance/Risk_Management.aspx).26 Dantherm Annual Report 2011 Annual Report 2011 Dantherm 27