ANNUAL REPORT 2011/12 - IC Companys A/S

Management report
PAGE 42
the Board of Directors and the Executive Board and ensures
that the remuneration is consistent with the Company’s
Remuneration Policy. Finally, the Remuneration Committee
oversees that the information in the annual report on the
remuneration for members of the Board of Directors and
the Executive Board is correct, true and suffi cient. The
Remuneration Committee meets at least two times a year to
undertake its assigned tasks.
The Board of Directors conducts an annual self-evaluation in
order to, systematically and based on unequivocal criteria,
evaluate the performance of the Board of Directors, the
Chairman and the individual members.
IC Companys complies - except from two issues explained
in the following sections - with the Recommendations on
IC COMPANYS ANNUAL REPORT 2011/12
Corporate Governance of August 2011 by NASDAQ OMX
Copenhagen which are based on the Recommendations
from the Committee on Corporate Governance.
NASDAQ OMX Copenhagen recommends that the supreme
governing body establishes a nomination committee.
In general, the Chairmanship of the Board of Directors
undertakes the preparatory tasks which are recommended
to be assigned to a nomination committee. Taking the size
and structure of IC Companys into account, it is not deemed
expedient to establish such a nomination committee.
NASDAQ OMX Copenhagen recommends that the total
remuneration granted to each member of the supreme
governing body and the executive board by the company and
other consolidated companies be disclosed in the fi nancial
statements. This Annual Report includes the scope of the
total specifi ed remuneration and other material benefi ts of
the Board of Directors and the Executive Board. All material
factors concerning share-based incentive programmes are
disclosed including information about all incentive paid
members and the aggregated incentive pay of the Executive
Board. The aggregated remuneration of each individual
member of the Executive Board and the Board of Directors
is not disclosed as recommended. The Board of Directors
has concluded that disclosure of the collective remuneration
satisfi es the consideration requirements.
The principles and the scope of the remuneration to the
Board of Directors and the Executive Board are disclosed
under the following section Remuneration Policy and under
note 4 to the consolidated fi nancial statements.
Financial reporting and
internal controls
The Group’s risk management and internal controls in
connection with its fi nancial reporting are planned with a
view to reduce the risk of material errors and omissions in
the fi nancial reporting.
The Board of Directors and the day-to-day management
regularly assess material risks and internal controls in
connection with the Group’s fi nancial reporting process.
The Board of Directors has appointed an Audit Committee
which regularly monitors the fi nancial reporting process and
estimates whether the internal control systems operate in
an effi cient and adequate manner, including new fi nancial
reporting standards, signifi cant accounting policies and
accounting estimates and assumptions.
The Audit Committee reports to the entire Board of Directors.
The Board of Directors monitors and reviews the
independence of the external auditors and monitors the
planning, execution and the opinion of the external auditors.