The Committee must also present proposals on the long-term management structure of DSV. The Committee held two meetings in 2015, with particular focus on diversity in Group Management and on the self-evaluation report of the Board of Directors. The findings have formed the basis of the Committee’s continued work and recommendations to the Board. The Rules of Procedure of the Nomination Committee are available at investor.dsv.com/governance.cfm. Remuneration committee The Remuneration Committee consists of two members, who are responsible for determining the general remuneration policy of DSV, including remuneration for members of the Board of Directors and Executive Board. The Committee must also ensure that the remuneration for members of the Company’s supreme governing bodies is in compliance with the Remuneration Policy. The Remuneration Policy is designed so as to always reflect the goal of being able to attract and retain a competent Management. The Remuneration Policy is discussed and approved at the Annual General Meeting of the Company and is available at investor.dsv.com/ governance.cfm. The Committee held two meetings in 2015. For more information about the Remuneration Committee, reference is made to the Rules of Procedure available at investor.dsv.com/governance.cfm. Internal control and risk management systems in relation to the financial reporting process The Board of Directors has the overall responsibility for risk management and internal controls in relation to the presentation of the financial statements. The Company’s internal control and risk management systems relating to the financial reporting process are designed to minimise the risk of irregularities and significant errors in internal and external financial reports. The internal control and risk management systems are not designed according to one specific method package; rather, they are inspired by a series of methods which have been used in establishing the Group’s risk management methodology. The key elements of the Group’s risk management and internal control systems relating to the presentation of financial statements are summarised below. Control environment The control environment in DSV is based on clear guidelines, a simple organisational structure, clear division of responsibilities and constant efforts to strengthen the control environment with due consideration of materiality and risk. This culture is driven from senior management level. The Board of Directors and the Executive Board believe that a strong control environment supported by the tone at the top is crucial to good risk management and effective internal control. The entire corporate structure is designed as a simple structure based on the Group’s commercial activities with a clear division of management responsibilities. The Group Executive Board is represented in the boards of directors of all material subsidiaries, which apply standard provisions regulating the power to bind the company. This supports the maintenance of a strong control environment across the organisation. At least once a year, the Board of Directors and Executive Board establish and approve all general policies, procedures and control systems in essential fields, including the Code of Conduct, Corporate Social Responsibility Policy and the Rules of Procedure of the Board of Directors and Executive Board. In addition, policies have been adopted and manuals created within essential fields of financial reporting: accounting and reporting manual, finance, credit and authorisation policies, IT strategy and effective separation of functions. The Group’s central control and compliance functions are responsible for establishing essential policies and manuals and for the relevant followup in this respect. The Audit Committee is also considered to support a strong control environment. As part of its annual tasks, the Audit Committee assesses the need for an internal audit function and in that connection formulates recommendations for the Board of Directors regarding the establishment of such function. The Audit Committee deems that the existing control and risk management systems are adequate, and DSV has opted not to establish an internal audit function for the time being. Risk assessment The Board of Directors and Executive Board regularly assess key risks and internal control systems in connection with the presentation of consolidated financial statements. This implies, inter alia, that the risk factors and financial and management control systems relating to financial reporting are assessed by the Board of Directors at least once a year. The process includes an assessment of whether the organisational structure and allocation of human resources remain optimal. The most material and risky items are identified and assessed annually, and the identified risks are matched with internal procedures and controls. The items deemed to be the most material and risky are unchanged relative to last year and are described in more detail in the Annual report for 2015. DSV A/S - Statutory corporate Governance Report 2015 - 3
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