Recommendation The company The company The company complies/does not comply with the complies does not recommendation due to the following reason: comply 2. Tasks and responsibilities of the board of directors 2.1. Overall tasks and responsibilities 2.1.1 THE COMMITTEE RECOMMENDS that x at least once a year the board of directors take a position on the matters related to the board’s performance of its responsibilities. 2.1.2. THE COMMITTEE RECOMMENDS that x at least once a year the board of directors take a position on the overall strategy of the company with a view to ensuring value creation in the company. 2.1.3. THE COMMITTEE RECOMMENDS that x the board of directors ensure that the company has a capital and share structure ensuring that the strategy and long-term value creation of the company are in the best interest of the shareholders and the company, and that the board of directors presents this in the management commentary on the company’s annual report and/or on the company’s website. 2.1.4. THE COMMITTEE RECOMMENDS that x the board of directors annually review and approve guidelines for the executive board; this includes establishing requirements for the executive board on timely, accurate and adequate reporting to the board of directors. 2.1.5. THE COMMITTEE RECOMMENDS that x at least once a year the board of directors discuss the composition of the executive board, as well as developments, risks and succession plans. 2.1.6. THE COMMITTEE RECOMMENDS that once a year the board of directors discuss the company’s activities to ensure relevant diversity at management levels, including setting specific goals and accounting for its objectives and progress made in achieving the objectives in the management commentary on the company’s annual report and/or on the website of the company. The Rules of Procedure of the Board of Directors and the Executive Board define the roles and responsibility of the two bodies and describe the tasks which must be covered by the annual cycle of the Board of Directors. The Rules of Procedure are available on the corporate website and are updated a least once a year. As an element of the responsibility of the Board of Directors for the overall and strategic management of the Company, as stipulated in the Danish Companies Act, the Board of Directors reviews and determines the strategic objectives of the Company together with the Executive Board at least once a year. The evaluation of the Company’s capital and share structures is a regular, annual task of the Board of Directors as part of the strategic management of the company. The outcome of the evaluation is described in the Annual Report. The Rules of Procedure of the Executive Board form part of the combined Rules of Procedure of the Board of Directors and Executive Board. The Board of Directors reviews and approves the Rules of Procedure at least once a year. The Rules of Procedure clearly define the reporting requirement from the Executive Board to the Board of Directors. The evaluation of the composition of the Executive Board is a regular, annual task of the Board of Directors as part of the strategic management of the company. x The Board of Directors discusses the Group’s activities on a regular basis to make sure that the Group has optimal management teams at all management levels. In connection with these discussions, the Board also considers the element of diversity, but the Board sees no clear connection between objectives of diversity and the best possible governance of the Group. For that reason, the Board of Directors has not yet found it expedient to set specific targets for diverse Group management teams. DSV A/S - Corporate Governance, January 2015 - 4
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