Statutory report on corporate governance, cf. article 107b of the Danish Financial Statements Act driven by our Group Compliance department as independent intermediary. When completed, the self-evaluation report is discussed by the Board. The result of the self-evaluation conducted in 2016 did not give rise to any significant considerations and verifies the current composition of the Board. This statutory report on corporate governance covers the period 1 January – 31 December 2016 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 2016. 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 2016 Independence of Board members According to the Danish 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 joining the Board of Directors and are therefore not regarded as independent Board members as defined in the Recommendations. 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. Management structure The supreme governing body of DSV is comprised of the Board of Directors and 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 supported by 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 Company’s Articles of Association, 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 2016 for a description of the individual Directors’ special competencies in relation to the work of the Board. 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 four meetings in 2016, with special focus on risk management and hedging of any internal and external risks faced by the Group. The integration of UTi and specific accounting matters and audit of the combined Group were other focus areas of the Committee in 2016. In 2016, the Rules of Procedure of the Audit Committee were updated to include the relevant elements of the new audit legislation adopted in Denmark. 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 focus on ensuring an optimal composition of the Board of Directors and Executive Board in view of our strategic goals and developments in society. The Committee must also present proposals on the long-term management structure of DSV. The composition of the Board of Directors is based on an 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. The Board of Directors held 9 ordinary board meetings in 2016. The content of the meetings is partly determined by the annual cycle of the Board, thus ensuring that all important policies are reviewed. In 2016, besides the work laid down in the annual cycle, the Board was also significantly engaged in work relating to the acquisition and integration of UTi Worldwide Inc. Board of Directors self-evaluation Once a year, the Board of Directors performs an overall selfevaluation, 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 process, which is The Committee held two meetings in 2016, with particular focus on the Board of Directors’ self-evaluation report. 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 address the general remuneration policy of DSV, including remuneration for members of the Board of Directors and DSV A/S Statutory Corporate Governance Report 2016 2
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