ANNUAL REPORT 2011 - DONG Energy

Under Danish legislation, the Group’s employees are
entitled to elect a number of Board members corresponding
to half the number elected at the AGM. These are
elected for three-year terms and have the same rights, duties
and responsibilities as members elected at the AGM.
the duties and responsibilities
of the Board of Directors
DONG Energy’s overall objectives and strategy are determined
by the Board of Directors, which is also responsible
for appointing a competent Group Executive Management.
The Board of Directors is also responsible for ensuring
clear guidelines for accountability, segregation of duties,
planning, follow-up and risk management. The duties of
the Board and its Chairman are set out in the Board’s rules
of procedure, which are reviewed and updated annually by
the full Board. They were most recently revised in September
2011.
The Board met nine times in 2011.
The Board undertook a structured self-assessment in
2011 based on assessment forms distributed to each Board
member and subsequent discussion of the responses by
the full Board.
The Board has appointed an Audit and Risk Committee
and a Remuneration Committee.
audit and risk Committee
After the AGM, the Board of Directors appoints the members
of the Audit and Risk Committee, which reports to the
Board of Directors. The Committee’s main role is to support
the Board in its review of the financial reporting, the
annual report and internal accounting and ERP systems.
The Committee also reviews the external auditors’ skills
and independence and is responsible for the conclusion of
engagement agreements with external auditors. The Committee
monitors the Group’s compliance with legislation
and other requirements from public authorities concerning
the company’s annual report, financial reporting and internal
control systems, including control systems relating to
the publication of relevant information. It is also part of the
Committee’s remit to monitor issues relating to the risk
policy laid down by the Board of Directors, from a financial
and an accounting point of view.
Furthermore, the Committee discusses accounting procedures
with the external auditors, evaluates their work,
establishes whistleblowing procedures and undertakes
other relevant tasks.
The Audit and Risk Committee consists of four members.
All its members have accounting skills in accordance
with the rules on audit committees in the Danish Act on
Registered and State Authorised Public Accountants. The
Committee met four times in 2011.
The Committee’s terms of reference can be found on
DONG Energy’s website.
remuneration Committee
After the AGM, the Board appoints the members of the Remuneration
Committee, which reports to the Board of Directors.
The Committee’s main role includes the preparation
and presentation of recommendations to the Board on
the Group Executive Management’s salaries, bonus and
other components of their service contracts as well as
guidelines governing salaries to senior executives, other
salary and employment conditions, which are submitted to
the Board of Directors, and the Board of Directors’ remuneration,
which is submitted to the shareholders for approval
at the AGM. The Committee met twice in 2011.
Members of the Board of Directors and the Group Executive
Management may not buy shares in DONG Energy,
and DONG Energy has not issued any options or warrants.
Details of the remuneration of the members of the Board of
Directors and the Group Executive Management can be
found in a note to the consolidated financial statements.
DONG Energy’s remuneration policy was adopted at the
company’s AGM in April 2011 and can be found on DONG
Energy’s website.
The Remuneration Committee has three members.
The Committee’s terms of reference can be found on
DONG Energy’s website.
Group Executive management
The Group Executive Management is responsible for the
day-to-day management of the company and consisted of
six persons at the end of 2011. Details of the Executive
Board can be found in the annual report. The CEO and CFO
are registered with the Danish Business Authority as members
of the Executive Board of DONG Energy A/S. The
Board of Directors lays down the detailed rules for the
Group Executive Management, including the segregation
of duties between the Board of Directors and the Group Executive
Management and the latter’s powers to enter into
agreements on behalf of the company.
Diversity
DONG Energy has drawn up policies for diversity, older
workers, bullying and harassment and is currently focusing
on four key action areas: age, gender, nationality and CSR.
DONG Energy has thus started initiatives that aim to
retain its ageing workforce longer so that their knowledge
remains in the organisation. The age distribution in the
Group will be monitored via annual surveys.
DONG Energy has signed a charter for more women in
management, and the Group is working with other large
companies and the Danish Ministry of Finance on a network
for female managers. Since 2008, DONG Energy has
achieved a marked increase in the number of women
among its Top 250 managers from 8% to 22% (2011).
In relation to nationalities, DONG Energy has initiated
measures to attract foreign workers to Denmark.
In the CSR area, DONG Energy has initiated collaboration
with Disabled Peoples Organisations Denmark (Danske
Handicaporganisationer) and the Association for Integration
of New Danes (Foreningen Nydansker) to ensure
that DONG Energy recruits as widely as possible.
DONG ENERGY ANNUAL REPORT 2011 – manaGEmEnt’s rEviEw 53