TDC Group Annual Report 2011(6,4MB) - TDC Annual Report 2011

In 2011, the Board of Directors held 12 meetings and a
number of strategy sessions.
The Board of Directors has an international profile and
some diversification in relation to age and gender. As the
Board of Directors aims to further strengthen diversification
in relation to gender, an objective has been set that the
proportion of independent women board members is to
total 25% by the end of 2015. In 2011, the proportion of
independent women board members was 17%.
The wide variety of relevant competences and experience
represented in the Board of Directors can be summarised
as follows: financial competency; regulatory and legal
competency; fast-moving consumer goods experience;
customer relationship experience combined with innovation
and out-of-the box thinking; international
telecommunications experience and senior executive
experience from other Danish listed companies. The
competences and experience of the individual board
members is presented in the Management section.
As a new initiative in 2011, the Board of Directors
conducted a formal self-evaluation of its performance with
external assistance. The purpose – besides securing
compliance with the corporate governance
recommendations – was to identify any possible focus
areas for the Board of Directors with regard to improving
the quality of the Board of Directors’ work and thereby its
value creation. The Chairman was in charge of the Board of
Directors’ self-evaluation, which followed a three-step
procedure. First, each board member completed a
questionnaire about general board performance, board
composition, the board members and the Chairman. The
general questionnaire was followed by each board member
completing an individual questionnaire in which the board
member was asked to assess his or her own performance.
Next, on the basis of an analysis of the replies to the
questionnaires, the Chairman held an interview with each
board member. Finally, the main conclusions of the
questionnaires and interviews were discussed at a board
meeting. The Vice Chairman was in charge of evaluating the
Chairman at this meeting. The Board of Directors’ selfevaluation
revealed that the Board of Directors is
functioning efficiently.
TDC Group Annual Report 2011
The Board of Directors has set up an Audit Committee, a
Compensation Committee and a Nomination Committee.
The Audit Committee consists of Søren Thorup Sørensen
(Chairman), Vagn Sørensen, Lawrence Guffey and Andrew
Sillitoe. The Audit Committee assists the Board of Directors
with activities including: (i) monitoring the financial
reporting process, (ii) monitoring the efficiency of TDC’s
internal control system and any internal auditing and risk
management systems, (iii) monitoring the statutory audit of
the Annual Report, (iv) appointing TDC’s independent
auditors and monitoring and checking the independence of
the auditors, including in particular the delivery of non-audit
services to TDC. In 2011, the Audit Committee held three
meetings.
The Compensation Committee consists of Vagn Sørensen
(Chairman), Pierre Danon, Lars Rasmussen, Henrik Kraft and
Gustavo Schwed. The Compensation Committee approves
the compensation and other terms of employment for the
members of TDC’s Executive Committee as well as the
framework of the TDC Group’s incentive programme. This
includes determination of targets for the annual bonus to
the members of the Executive Committee and approval of
payment of such bonus. The Compensation Committee also
proposes to the Board of Directors the size of the Board of
Directors’ fee, which is approved at the Annual General
Meeting. In 2011, the Compensation Committee held three
meetings.
The Nomination Committee consists of the same members
as the Compensation Committee and is also chaired by
Vagn Sørensen. The Nomination Committee assists the
Board of Directors with activities including: (i) identification
of and recommendation to the Board of Directors of
candidates for the Board of Directors; (ii) recommendation
to the Board of Directors of candidates for the Executive
Committee based on proposals made by the Chief Executive
Officer, and (iii) review of and recommendation to the Board
of Directors concerning adoption of TDC’s position on the
Recommendations for Corporate Governance issued by the
Committee on Corporate Governance and the Guidelines for
responsible ownership and good corporate governance
issued by the Danish Venture Capital and Private Equity
Association. In 2011, the Nomination Committee held three
meetings.
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