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