1 Introduction This Remuneration Policy (the “Remuneration Policy”) applies to the Board of Directors and to the Executive Board of DSV A/S (“DSV” or the “Company”). The Company and its subsidiaries are jointly referred to as the “DSV Group”. The “Executive Board” means the executive officers of the management board of DSV, registered as such with the Danish Business Authority. This Remuneration Policy amends and replaces the remuneration policy adopted at the Extraordinary General Meeting on 8 September 2021. 1.1 Overall objectives and underlying principles The purpose of the Remuneration Policy is to contribute towards achieving the strategic objectives of the DSV Group and to attract and retain competent members of the Board of Directors and the Executive Board, thereby continuously creating long-term value for the shareholders of DSV. The Remuneration Policy aims to structure remuneration to the Board of Directors and Executive Board to the effect both that it creates alignment between the interests of the Company’s leadership and those of the Company’s shareholders, and that it promotes DSV’s strategy, its internal and external long-term sustainability, and the value creation within the DSV Group with a view to achieving DSV’s long-term as well as short-term objectives. When preparing the Remuneration Policy and individual executive employment contracts, the Board of Directors duly considers the remuneration and other employment terms which apply to the Company’s other employees in order to achieve an appropriate balance between employee and management remuneration. For that purpose, the Board of Directors also considers market practices on remuneration in comparable companies, as well as the responsibilities and duties of the Executive Board members compared to other employees. The principles for determining remuneration for employees of the Company generally follow the same principles as for the Executive Board, since DSV offers market consistent remuneration with due regard to local market terms as well as individual experience and performance by employees. Accordingly, principles for variable remuneration (incentives) applicable to the Executive Board are reasonably aligned with the principles for variable remuneration applicable to other employees. 1.2 Framework The Remuneration Policy is prepared in accordance with sections 139 and 139a of the Danish Companies Act and with due regard to the recommendations and guidelines published by the Danish Business Authority and by the Danish Committee on Corporate Governance. Information on all remuneration paid to the members of the Board of Directors and the Executive Board will be disclosed in the Remuneration Report which is issued by the Company each year. 1.3 Updates to the Remuneration Policy The following material changes to the Remuneration Policy have been made since the approval of the remuneration policy by the Extraordinary General Meeting held on 8 September 2021: (i) implementing a short-term cash bonus for members of the Executive Board based on achieving defined annual performance targets (see sec. 3.6 below); (ii) revising the share option grant provisions for the Executive Board in order for such to focus on long-term share value creation, removing the short term bonus grant of stock options that could influence the long term grant which was misunderstood in the market (see sec. 3.5 below). The short-term part will now be converted to a cash element; (iii) restricting share options grants to Executive Board members during termination notice periods (see sec 3.7 below); (iv) adopting an authorisation for the Board of Directors to grant extraordinary remuneration to members the Executive Board (see sec. 4). 2
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