ANNUAL REPORT 2011 - DONG Energy

coRPoRate GOVERNANCE
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The Corporate Governance Committee has prepared Recommendations on
Corporate Governance that listed companies must comply with
As a State-owned public limited company, DONG Energy
operates on terms very similar to those applying to listed
companies. The Group has consequently elected to generally
comply with the recommendations. The choices made
by DONG Energy within the individual corporate governance
recommendations can be found at www.dongenergy.
com/corporate_governance.
The Board of Directors reviews the corporate governance
recommendations annually based on best practice.
As principal shareholder (76.49% ownership interest),
the State exercises its ownership in accordance with the
principles in the publication “The State as shareholder”.
shareholder meetings
Shareholder meetings at which management briefs shareholders
on the Group’s activities – within the framework
laid down by law – are held at suitable intervals.
annual General meeting
General meetings are convened by not less than two
weeks’ notice in accordance with the Articles of Association.
At the AGM, the annual report is adopted; an auditor
appointed; a Chairman, Deputy Chairman and other members
of the Board of Directors elected; the Board of Directors’
remuneration determined; the Board of Directors and
the Executive Board discharged from their obligations; and
any resolutions proposed by the Board of Directors on authority
to purchase treasury shares decided on.
Composition of Board of Directors
The Board of Directors consists of 12 members. Eight members
are elected at the AGM and four by the employees.
Details of Board members can be found in the annual
report.
DONG Energy attaches importance to Board members
possessing extensive knowledge and experience from managerial
posts with large Danish and foreign companies with
a broad range of areas of activity, including in areas directly
related to DONG Energy’s business areas. In the assessment
of the composition of the Board, the candidates’
skills and background are considered, but also the consid-
manaGEmEnt’s rEviEw – DONG ENERGY ANNUAL REPORT 2011
eration for diversity and an appropriate balance. DONG
Energy has decided not to set an age limit for Board members.
However, the age of potential candidates forms part
of the overall assessment of the Board’s composition.
DONG Energy is working actively to increase the proportion
of female members on its Board, and this forms
part of the Nomination Committee’s assessment of the
Board’s composition ahead of the AGM.
A Nomination Committee is appointed after the AGM
each year and by 30 September of the following year. Its
main role is to review the Board’s composition and to recommend
suitable candidates for election at the AGM. It
must also ensure that the Board’s composition complies
with the Recommendations on Corporate Governance, including,
to the extent possible, the wish for diversity. The
Committee’s rules of procedure can be found on DONG
Energy’s website.
The Nomination Committee consists of six members.
Each of the four largest registered shareholders is entitled
to elect one member. The other two members are the
Chairman of the Board of Directors, who also chairs the
Committee, and the Deputy Chairman. As most of the
Committee’s members are thus appointed by the company’s
largest shareholder, the Committee has a different
composition than assumed in the Recommendations on
Corporate Governance and thus does not comply with the
Recommendations.
Two of the members elected at the AGM are appointed
by SEAS-NVE and the former shareholders in Elsam under
a provisional shareholders’ agreement between DONG
Energy’s shareholders. None of the Board members elected
at the AGM has had any other association with DONG Energy
than as member of the Board of Directors in companies
that are now part of the Group, and as residential customers
on standard terms, neither in previous years nor in
2011. All Board members elected at the AGM retire at the
AGM each year, but may stand for re-election. All Board
members elected at the AGM are independent, except for
one member, who does not satisfy the recommendations
on independence, having been on the board for more than
12 years.