2 DSV - Statutory Report on Corporate Governance - 2022 BOARD OF DIRECTORS COMPOSITION In accordance with 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. A complete list of current members of the Board of Directors including experience and competencies held is available in the Corporate Governance section of the DSV Annual Report to which is referred. COMPETENCIES OF THE BOARD The composition of the Board of Directors is intended to ensure the diversity of the Board’s competency profile and that the Board is able to perform its duties effectively. Overboarding is also taken into consideration when considering the Board composition. Current competencies required of and possessed by the Board includes e.g., knowledge of the transport sector, international commercial experience and experience in strategy, M&A, risk management, IT, human resources and accounting. In instances where specialized knowledge or insight is required in supporting the work of the Board, services may be obtained from external advisors or specialists. BOARD OF DIRECTORS SELFEVALUATION Once a year, the Board of Directors performs an overall self-evaluation, focusing on the results, composition and competencies of the Board. In this regard, diversity, overboarding, internal management cooperation, succession planning and focus areas for the coming year are also considered. The Chairman of the Board is in charge of the self- evaluation process. When completed, the self- evaluation report is presented to and discussed by the Board. The current Board composition is considered to have the right competencies supporting the long-term value creation for our shareholders. BOARD MEETINGS The work of the Board and Committees throughout the year are facilitated by meetings held following a predetermined schedule. The meeting agenda is determined by the annual cycle of the Board, and ensures that the strategic and operational policy framework of the Group is reviewed and up to date. When required the work and meeting schedule may be expanded upon – e.g., as a consequence of acquisitional activities or other larger extraordinary projects. BOARD COMMITTEES AUDIT COMMITTEE The Audit Committee consists of four members with expertise and experience in financial accounting. The overall tasks of the Audit Committee include:
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