Statutory report on corporate governance, cf. article 107b of the Danish Financial Statements Act This statutory report on corporate governance covers the period 1 January – 31 December 2015 and is pursuant to the Danish Financial Statements Act art. 107b. The report is part of the Management’s Review in the Annual Report for 2015. The report includes a description of DSV’s management structure, a description of the Group’s internal control and risk management systems in relation to the financial reporting process and DSV’s comments on the status with the Recommendations on Corporate Governance. The report is not covered by the auditors’ report prepared in connection with the Annual report for 2015. Management structure The supreme governing body of DSV is comprised of a board of directors and an executive board. The ultimate authority rests with the shareholders in general meeting. The Board of Directors supervises the development of the Group and outlines the overall visions, strategies and objectives for the development of the Group’s business activities. The Executive Board is responsible for the day-to-day management and the execution of the strategy and contributes essential input to the work of the Board of Directors. The allocation of responsibilities between the Board of Directors and Executive Board is laid down in the relevant Rules of Procedure. The individual Division Managers are responsible for the day-to-day operations of the Divisions with support from the centralised Group functions. Composition and meeting frequency of the Board of Directors The Board of Directors of DSV currently has six members (Directors). According to the Articles of Association of the Company, the Board of Directors must comprise at least five and not more than nine Directors. Directors are elected for a term of one year at a time, and new Directors are elected according to the applicable rules of the Danish Companies Act. The composition of the Board is intended to ensure that it has a diverse competency profile to be able to perform its duties as effectively as possible. Reference is made to the Annual Report for 2015 for a description of the individual Directors’ special competencies in relation to the work of the Board. The Board of Directors held ten ordinary board meetings in 2015. The content of the meetings is partly determined by the annual cycle of the Board, thus ensuring that all important policies are reviewed. In 2015, the Board was also specifically engaged in the work relating to the acquisition offer for UTi Worldwide Inc. Board of Directors self-evaluation Once a year, the Board of Directors performs an overall self-evaluation, which focuses on the results, composition and competencies of the Board as a whole. The Chairman of the Board is in charge of the self-evaluation, but may retain an external consultant to assist in connection with this process. When completed, the self-evaluation report is discussed by the Board. Independence of Board members According to the Recommendations on Corporate Governance, four of the six members of the Board of Directors are regarded as independent persons. Kurt K. Larsen (Chairman) and Jørgen Møller were members of the Executive Board and Division Management, respectively, until they joined the Board of Directors and are therefore not regarded as independent Board members. Board committees The Board of Directors has established audit, nomination and remuneration committees to perform various preparatory tasks relating to key areas of the Board’s work. Audit committee The Audit Committee consists of three members, who possess the required expertise and experience in financial accounting. Their primary task is to monitor the processes relating to the Group’s financial reporting, control environment, financial resources and cash situation. The Committee also determines the framework for the external audit and assesses the independence and competencies of the auditors. The Committee held three meetings in 2015, with special focus on risk management and hedging of any internal and external risks faced by the Group. Cyber security and steps to mitigate the risk of cyber attacks were other focus areas of the Committee in 2015. For more information about the Audit Committee, reference is made to the Rules of Procedure available at investor.dsv.com/governance.cfm. Nomination committee The Nomination Committee consists of three members, who are responsible for ensuring an optimal composition of the Board of Directors and Executive Board in view of our strategic goals and the developments in the outside world. The composition of the Board of Directors is based on an overall assessment of the members’ competencies, knowledge and experience, and an overall evaluation of the Board with focus on the individual members is made once a year as a minimum. DSV A/S - Statutory corporate Governance Report 2015 - 2
Download PDF file
Cookie policy