1. Purpose and objects 1.1 The Board of Directors of DSV A/S (“Company”) has established a Remuneration Committee in accordance with the Recommendations on Corporate Governance. 1.2 The Remuneration Committee is a Board committee established for the sole purpose of preparing decisions to be made by all members of the Board of Directors in order for the Board to work more efficiently and increase the quality of its work. The existence of the Remuneration Committee does not alter the role of the Board of Directors as the ultimate decision-making body in respect of remuneration issues. 1.3 It is the Remuneration Committee’s responsibility to review, analyse and monitor any issues within the scope of these Rules of Procedure. To perform these duties, the Remuneration Committee is authorised to obtain any necessary information from the Executive Board and staff, who are obliged to cooperate with the Remuneration Committee and answer all questions from the Committee of relevance to the Committee’s work. 1.4 The Remuneration Committee may also obtain advice, guidance and support from external advisors/specialists when deemed necessary or appropriate in the performance of its duties. 2. Duties 2.1 In accordance with paragraph 7.2 of the Rules of Procedure for the Board of Directors of the Company, the principal duties of the Remuneration Committee are: x to review and revise the Remuneration Policy for the Board of Directors and the Executive Board for approval by the Board of Directors prior to approval by the general meeting in connection with material amendments, or at least every four years; x to make proposals to the Board of Directors on remuneration for members of the Board of Directors and the Executive Board; x to ensure that the remuneration for members of the Board of Directors and Executive Board is in compliance with the Company’s Page 3 of 7
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