The Directors are committed to maintaining a high standard of corporate governance and intend to comply with those aspects of the QCA Code which they consider appropriate, taking into account the size of the Company and the nature of its business.
The Company currently has four Directors, three of whom are non-executive.
The Board will be supplied with regular and timely information concerning the activities of the Company so that it is able to exercise its responsibilities and control functions in a proper and effective manner.
Johan Blach Petersen (Danish) (Non-Executive Chairman)
Jørgen Korsgaard Jensen (Danish) (Chief Operating Officer)
Simon Gregory Barrell (Senior Independent Non-Executive Director)
Søren Høffer (Non-Executive Director)
The Audit Committee comprises Johan Blach Petersen, Søren Høffer, and Simon Barrell, and is chaired by Simon Barrell. The Audit Committee will meet at least twice a year and is responsible for reviewing the annual and half-yearly accounts, the system of internal controls and risk management, and the terms of appointment and remuneration of the auditors. It is also the forum through which the auditor’s report to the Board. The Audit Committee is also responsible for reviewing the objectivity of the external auditors and the terms under with the external auditors are appointed to perform non-audit services.
The Company’s auditor will also attend the Audit Committee at its request and report on its work procedures, the quality and effectiveness of the Company’s accounting records and its findings in relation to the Company’s statutory audit. The Audit Committee will meet with the auditors at least once a year.
The Nomination Committee comprises Johan Blach Petersen, Simon Barrell, and Søren Høffer, and is chaired by Johan Blach Petersen. It will meet at least once a year and otherwise as required. The Nomination Committee considers the composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board.
The Remuneration Committee comprises Johan Blach Petersen, Simon Barrell, and Søren Høffer, and is chaired by Johan Blach Petersen. It will meet at least once a year and is responsible for reviewing the scale and structure of the executive directors’ remuneration and the terms of their service or employment contracts, including any share option granted and other bonus arrangements. The remuneration and terms and conditions of the Non-Executive Directors are set by the entire board.
The Company is subject to the UK City Code on Takeovers and Mergers
Committee Terms of Reference
25 Board Reserved Matters