IC Companys – Annual Report 2008/09 0 - IC Companys A/S

CORPORATE AFFAIRS
Corporate Governance
The Board of Directors of IC Companys is committed
to promoting the long-term interests of the Company
and thus of all shareholders. This work is handled at
nine planned Board meetings per year and through
continuing contact between the chairmanship and
the Executive Board.
The Board of Directors has in the Group’s guidelines
for Corporate Governance considered the Group’s
relationship with its stakeholders and the community,
and also considered the Board of Directors’ and
the Executive Board’s work and mutual corporation.
The guidelines can be downloaded from
www.iccompanys.com under the section Investor
Relations.
These guidelines are intended as the working base
for IC Companys’ management when defining procedures
and principles with respect to among other
things:
• The Group’s relationship with its stakeholders,
including the public and the press
• The Group’s external communication, including
its Investor Relations policy;
• The Board of Directors’ composition and work
including rules of procedure for the Board of Directors;
• The Executive Board’s work, including rules of
procedure for the Executive Board;
• The relationship between the Board of Directors
and the Executive Board; and
• The remuneration and incentive plans for the
Company’s management and employees.
These guidelines are intended to ensure the efficient,
appropriate, adequate and viable management
of IC Companys. The guidelines have been
prepared within the framework defined by the IC
Companys’ articles of association, business concept,
vision, mission, and corporate values, as well as applicable
legislation and rules for Danish listed com-
panies.
The revised guidelines are – with two exceptions
explained in the following below – in accordance
with the Corporate Governance Recommendations
by
OMX Nordic Exchange Copenhagen.
During the autumn of 2006, the Board of Directors
carried out a self-evaluation procedure with a view to
IC Companys – Annual Report 2008/09
offering the Board the opportunity to systematically
and based on unequivocal criteria evaluate the performance
and achievements of the Board, the
Chairman and the individual members. The evaluation
was performed under the Chairman of the
Board of Directors in cooperation with an internationally
renowned consulting firm. The findings were
discussed with the entire Board of Directors.
OMX Nordic Exchange Copenhagen recommends
that the self-evaluation procedure is carried out once
a year. However, the Board of Directors finds a regular
interval sufficient. The Board of Directors expects
to carry out a self-evaluation procedure during autumn
2009.
The present Annual Report includes the scope of the
total and itemised remuneration and other material
benefits 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 employees and
the aggregated incentive pay of the Executive Board.
The aggregated, individualised remuneration of the
Executive Board and the Board of Directors is not
disclosed as recommended by OMX Nordic Exchange
Copenhagen. After careful consideration, the
Board of Directors has concluded that disclosure of
the collective remuneration satisfies the consideration
requirements, as both the Board of Directors
and the Executive Board act as collective bodies.
The principles of and the magnitude of the remuneration
of the Board of Directors and the Executive
Board appears from the section regarding incentive
remuneration and note 5 to the financial statements.
In compliance with the recommendations of the
OMX Nordic Exchange Copenhagen, the Board of
Directors has assessed the need for committees,
including audit committees. In continuation hereof,
the Board of Directors has appointed an audit committee.
The work of the audit committee is carried
out at 3-4 meetings per year. Further, the Board of
Directors will continuously assess the expediency
gained by setting up special ad hoc committees.
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