REPORT ON CORPORATE GOVERNANCE
Monberg & Thorsen A/S has a clear division of authority and independence between the Supervisory Board and the Executive Board. Duties and responsibilities are determined at overall level through rules of procedure for the Supervisory Board.
The Executive Board is in charge of the day-to-day management of the company, and the Board of Directors oversees the Executive Board and takes care of overall strategic management tasks. The chairman is the Supervisory Board’s principal contact with the Executive Board.
Following the divestment of Dyrup at the start of 2012, Monberg & Thorsen’s sole activitiy is the activities of MT Højgaard. As part of the management of th Monberg & Thorsen activities, representatives of both Monberg & Thorsen’s Board of Directors and Executive Board are members of the Board of Directors of MT Højgaard.
Board of Directors
Composition of the Board of Directors
The Board of Directors is elected by the shareholders in general meeting. The Board of Directors consists of not less than three and not more than six members, currently three members.
In elections to the Board of Directors in both Monberg & Thorsen and MT Højgaard effors are made ensure a professional composition of the board, so that, collectively, the board possesses the necessary knowledge and experience of board work as well as knowledge of social, commercial and cultural factors in the markets in which the companies have their primary business activities. Efforts are also made to achieve a satisfactorily diverse composition for the board.
Two out of three board members are women, why there is no set target for the number of women in the board of Monberg & Thorsen.
The current board does not meet the independence criteria, as only Anders Heine Jensen can be considered independent.
In connection with the election of a new member to the Board of Directors, the chairman of the Board of Directors interviews the selectively chosen candidate in order to ensure that his or her profile suits the vacant seat.
In connection with the notice convening the general meeting a description of the background of the nominated candidates for the Board of Directors is given, along with information on their other Executive Board or Board of Directors appointments in both Danish and foreign companies as well as any demanding organisational roles. A description is also provided of the candidates’ educational background, professional qualifications and the skills that are deemed to be relevant to the Board of Directors’ work.
All members of the Board of Directors retire by rotation each year. This provides the company’s shareholders with an opportunity to discuss the recruitment criteria and the composition and diversity of the Board of Directors at the Annual General Meeting.
There are no formal requirements with respect to the number of other Board of Directors on which individual board members may serve, but on election it is pointed out to them that it is important that they ensure that they have sufficient time for their duties and that they perform them diligently and conscientiously. In Monberg & Thorsen’s experience, board members are rarely absent from board meetings. An annual self-evaluation procedure has been established for the Board of Directors.
According to the Board of Directors’ rules of procedure, board members must retire not later than at the first general meeting following their 70th birthday, except where special circumstances apply.
There have been a total of 6 board meetings in the past year and at present 7 board meetings are expected to be held in the coming year. In accordance with the rules of procedure of the Board of Directors, the Board must meet at least six times between Annual General Meetings.
The full Board of Directors functions as Audit Committee. No other permanent board committees have been appointed at the present time.
Remuneration of the Board of Directors
Monberg & Thorsen has not introduced incentive pay for the Board of Directors. Remuneration is reduced in 2017 to DKK 100,000 for ordinary members of the Board of Directors, with a supplement for the chairman and the deputy chairman. Besides their normal remuneration, the chairman or members may be paid remuneration for special tasks undertaken by them, although the total remuneration received by a board member may not exceed twice the chairman’s ordinary remuneration. Details concerning total remuneration paid to the Board of Directors is disclosed in note 7 to the consolidated financial statements.
The Executive Board consists of the President and CEO, whose background and practical experience match the Group’s current needs.
Remuneration of the Executive Board
The Executive Board receives a fixed fee. Details concerning total remuneration paid to the Executive Board is disclosed in note 7 to the consolidated financial statements.
Corporate governance recommendations
Monberg & Thorsen’s B shares are listed on Nasdaq OMX Copenhagen, and Monberg & Thorsen in principle complies with the corporate governance recommendations as set out at www.corporategovernance.com.
Monberg & Thorsen has taken a position on all recommendations based on the “comply-or-explain” principle, which is described in further detail in the section Corporate Governance, to which reference is made.
The Board of Directors is of the opinion that all the recommendations are being practised in the management of Monberg & Thorsen.
Financial reporting process
With effect from 1 January 2017, a management agreement has been entered into with Albjerg, which takes care of the day-to-day management and bookkeeping, including assistance in connection with the preparation of interim financial reports and annual reports, etc., for Monberg & Thorsen.
The accounting and control systems are designed to ensure that internal and external financial reporting gives a true and fair view without material misstatement and that appropriate accounting policies are defined and applied.
The Board of Directors and the Executive Board regularly evaluate material risks and internal controls in connection with the companies’ activities and their potential impact on the financial reporting process.
The responsibility for maintaining adequate and effective internal controls and risk management in connection with the financial reporting lies with the Executive Board.
The Board of Directors monitors the financial reporting process on an ongoing basis, including that applicable legislation is being complied with, that the accounting policies are relevant, including the manner in which material and/or exceptional items and accounting estimates are accounted for, and the overall disclosure level in Monberg & Thorsen’s financial reporting.