ANNUAL REPORT 2011 - DONG Energy

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BoaRd of dIRectoRs 2011 52 56 CORPORATE GOVERNANCE DONG Energy’s Board of Directors and Executive Board continually strive to improve its corporate governance. The Board of Directors and the Executive Board endeavour to enhance transparency and promote active ownership, partly by ensuring a high information level and engaging in dialogue with shareholders and other relevant stakeholders. As a State-owned public limited company, DONG Energy operates on terms very similar to those applying to listed companies. The Group has therefore elected to generally comply with the recommendations of the Committee on Corporate G overnance that apply to listed companies. The recommendations can be viewed at www.corporategovernance.dk. In accordance with section 107(c) of the Danish Financial Statements Act, DONG Energy’s Board of Directors has prepared a statement on corporate governance. The statement forms an integral part of management’s review for the financial year 1 January – 31 December 2011, and is included in the complete annual report on pages 52-55. The statement includes a description of DONG Energy’s management structure, information on the company’s positions on ’Recommendations on Corporate Governance’ and a description of the principal elements of DONG Energy’s internal control and risk management systems in connection with the financial reporting. 28 of the Group’s companies are included in the reporting process on internal control. Based on the internal controls identified, these companies represent 86% of revenue and 66% of assets. manaGEmEnt’s rEviEw – DONG ENERGY GROUP ANNUAL ANNUAL REPORT REPORT 2011 2011 fritZ H. sCHur Chairman b. 1951. Joined the board as Chairman in 2005, re-elected 2011. Term of office expires in 2012. Chairman of Remuneration Committee and Nomination Committee. Education: BSc (Business Administration), Copenhagen Business School, 1973 Remuneration, Board: DKK 500,000 Remuneration, Committees: DKK 50,000 Career and posts 1973 Formation of FSC A/S (Fritz Schur Consumer Products A/S) 1978- CEO, Chairman, Deputy Chairman or member of companies in the Fritz Schur Group 1988-1996 Reconstruction and winding up of companies in distress, primarily for banks Other management positions Member of the Board of Directors and/or CEO of F. Schur & Co. A/S, FSS MID ApS, Havnefrontens Selskabslager 909 ApS. Member of the Board of Directors and CEO of Fritz Schur A/S and CEO or Chairman of the Board of Directors of two wholly-owned subsidiaries. CEO of FS 1 ApS and Chairman of the Board of Directors of a wholly-owned subsidiary. CEO of FS 11 ApS and Chairman of the Boards of Directors of two wholly-owned subsidiaries. CEO of FS 12 ApS and Deputy Chairman of one directly and one indirectly wholly-owned subsidiary. Chairman: SAS AB (Sweden), PostNord AB, F. Uhrenholt Holding A/S, Relationscore ApS and Chairman of the Board of a wholly-owned subsidiary, C.P. Dyvig & Co. A/S Deputy Chairman: Brd. Klee A/S member: WEPA Industrieholding SE, Experimentarium – Center for formidling af naturvidenskab og moderne teknik (foundation)
lars nØrBy JOHansEn Deputy Chairman b. 1949. Joined the board in 1997, re-elected 2011. Deputy Chairman since 2001. Term of office expires in 2012. Chairman of Audit and Risk Committee. Member of Remuneration Committee and Nomination Committee. Education: MPhil, Århus University, 1974 Remuneration, Board: DKK 300,000 Remuneration, Committees: DKK 125,000 Career and posts 1974-1983 Odense University, Lecturer in Political Science and from 1978 Associate Professor 1977-1979 European University Center, Florence (Italy), Associate Professor 1982 Harvard University, Visiting Fellow 1983-1985 Danish School of Public Administration, Management Consultant 1986 Danish Insurance Association, Vice President 1986-1988 Baltica, Claims Manager, Vice President 1988-1995 Falcks Redningskorps A/S and Falck Holding A/S, CEO 1995-2000 Falck A/S, CEO 2000-2004 Group 4 Falck A/S, CEO 2004-2005 Group 4 Securicor, CEO Other management positions Chairman: Falck A/S and a wholly-owned subsidiary, Georg Jensen A/S, William Demant Holding A/S, Dansk Vækstkapital, University of Southern Denmark Deputy Chairman: Rockwool Fonden member: Codan A/S and a wholly-owned subsidiary, Index Award A/S, Institut for selskabsledelse Aps, Arp-Hansen Hotel Group HannE stEn anDErsEn Employee representative b. 1960. Joined the board in 2007. Term of office expires in 2014. Education: Graduate Diploma in Business Administration, Copenhagen Business School, 1990. Remuneration, Board: DKK 175,000 Career and posts 1985-1992 Industrirådet (replaced by Confederation of Danish Industry (DI)), Information Consultant 1992-1998 DI, HR Consultant 1998-2000 Leo Pharma A/S, HR Partner for Production 2000-2003 Danisco A/S, Group HR, HR Consultant 2003- NESA A/S (now DONG Energy A/S), Lead HR Business Partner, Sales & Distribution JaKOB BrOGaarD b. 1947. Joined the board in 2007, re-elected 2011. Term of office expires in 2012. Member of Audit and Risk Committee. Education: Academy Foundation Degree (Management Accounting and Business Finance), 1976 Remuneration, Board: DKK 175,000 Remuneration, Committees: DKK 50,000 Career and posts 1964-2007 Danske Bank A/S (member of Executive Committee 1996-2007) Other management positions Chairman: FS Finans A/S Deputy Chairman: LR Realkredit A/S, Finansiel Stabilitet A/S member: OW Bunker & Trading A/S, Newco AEP A/S DONG ENERGY DONG ENERGY GROUP ANNUAL ANNUAL REPORT REPORT 2011 2011 – – manaGEmEnt’s manaGEmEnt’s rEviEw rEviEw 53 57
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MOVING ENERGY FORWARD ANNUAL REPORT
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More reliable and clean energy DONG
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More reliable and clean energy Mode
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Q3 17 August signing of Eur 1.3 bil
Page 9 and 10: ifrs statement of comprehensive inc
Page 11 and 12: un Global Compact principle Climate
Page 13 and 14: Spearheading the development of the
Page 15 and 16: Waste is a valuable resource It is
Page 17 and 18: DONG Energy involves local operator
Page 19 and 20: The ambitious business strategy mea
Page 21 and 22: DONG Energy contributes to green gr
Page 23 and 24: The photo shows the Siri platform i
Page 25 and 26: The photo shows the construction of
Page 27 and 28: The photo shows one of the Group’
Page 29 and 30: Strong market insight from experien
Page 31 and 32: The photo shows a meter technician
Page 33 and 34: monthly average 2011 2010 ∆ Oil,
Page 35 and 36: Net finance costs amounted to DKK 0
Page 37 and 38: New presentation of profit for the
Page 39 and 40: Non-financial performance The Group
Page 41 and 42: volumes Generation from wind and hy
Page 43 and 44: was brought back online in October
Page 45 and 46: Further information on DONG Energy
Page 47 and 48: DONG Energy has a diversified loan
Page 49 and 50: Market and credit risks The Group
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Page 53 and 54: isk and risk policy Exposure and he
Page 55 and 56: Environment As an energy company, D
Page 57 and 58: Under Danish legislation, the Group
Page 59: information and communication DONG
Page 63 and 64: pOul arnE niElsEn b. 1944. Joined t
Page 65 and 66: The Board of Directors and the Exec
Page 67 and 68: notes to the statement of cash flow
Page 69 and 70: DKK million Note Business perfor ma
Page 71 and 72: Equity and liabilities DKK million
Page 73 and 74: DKK million Share capital Hedging r
Page 75 and 76: DKK million Note 2011 2010 suppleme
Page 77 and 78: 02 Critical accounting estimates an
Page 79 and 80: The excess of the cost of the acqui
Page 81 and 82: • wind power: Development, constr
Page 83 and 84: Geographical breakdown 2011 DKK mil
Page 85 and 86: econciliations DKK million 2011 201
Page 87 and 88: emuneration of Board of Directors,
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Page 91 and 92: 13 Income tax expense DKK million 2
Page 93 and 94: DKK million Goodwill Cost at 1 Janu
Page 95 and 96: The main criteria used for determin
Page 97 and 98: DKK million Land and Impairment tes
Page 99 and 100: 17 Associates and other securities
Page 101 and 102: 19 Receivables DKK million 2011 201
Page 103 and 104: 20 Construction contracts DKK milli
Page 105 and 106: Hybrid capital due 3005 Hybrid capi
Page 107 and 108: Change in temporary differences in
Page 109 and 110: 25 Loans and borrowings DKK million
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27 Income tax receivable and payabl
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29 Disposal of enterprises DKK mill
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Other capital transactions with non
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Risk Price change Effect on profi t
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Categories of fi nancial instrument
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securities 2011 DKK million Nominal
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trading portfolio, economic hedging
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Hedging of net investments in forei
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35 Lease commitments 2011 DKK milli
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As a condition for approval of its
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39 Events after the reporting perio
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Regulated companies that operate ac
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do not satisfy the criteria for hed
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translation reserve The translation
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eporting enterprise operates. Trans
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CO 2 emissions allowances Allocated
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Deferred tax is measured using the
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Definitions of performance highligh
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significant licences and hydrocarbo
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42 Company overview Segment/company
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Segment/company Type 1 Registered o
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Segment/company Type 1 Registered o
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DONG ENERGY ANNUAL REPORT 2011 - CO
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Accounting policies for data collec
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significant environmental incidents
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fInancIal stateMents 2011 PARENT CO
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DKK million Note 2011 2010 profit f
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Equity and liabilities DKK million
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DKK million Share capital Hedging r
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01 Basis of reporting The parent co
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04 Staff costs DKK million 2011 201
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06 Finance income DKK million 2011
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09 Property, plant and equipment DK
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12 Equity Share capital composition
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14 Loans and borrowings DKK million
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18 Financial risks DONG Energy A/S
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19 Financial instruments maturity a
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fair value hierarchy of financial i
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22 Related party transactions tradi
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Independent Auditor’s Report To t
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coMPany announceMents IN 2011 Compa
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glossaRy relatively low (off-peak).
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ANNUAL REPORT 2011 - DONG Energy

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