Royal Unibrew’s corporate governance framework is based on recommendations by the Danish Committee on Corporate Governance, current legislation and regulation, best practices and internal rules. Royal Unibrew aims to fulfil its responsibilities to shareholders, customers, employees, authorities and other stakeholders while actively pursuing the creation of long-term value.
Annual General Meeting / shareholders
The ultimate authority in all affairs of Royal Unibrew is the Annual General Meeting (AGM). According to the Articles of Association of Royal Unibrew, AGMs shall be called not earlier than five weeks and not later than three weeks prior to the AGM. It is an objective to formulate the notice convening the meeting and the agenda in a way that gives shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific AGM and are formulated also to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the AGM. All documents relating to AGMs are available at Royal Unibrew’s website no later than three weeks prior to the AGM. Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has one class of shares.
Royal Unibrew has focus on running its business and designing its management systems in accordance with the corporate governance principles. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.
The recommendations of the Committee on Corporate Governance, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew’s corporate governance.
Royal Unibrew complies with the Corporate Governance Recommendations with very few exceptions which are described below.
Royal Unibrew’s website http://investor.dk.royalunibrew.com/governance.cfm provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
Royal Unibrew complies with the Corporate Governance Recommendations issued by the Committee on Corporate Governance with the following two exceptions:
Board committees (recommendation 3.4):
The Committee recommends that the board of directors establish an actual audit committee composed so that the chairman of the board of directors is not the chairman of the audit committee.
- The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. As a result of this, as allowed under applicable legislation, the chairman of the Board of Directors is also the chairman of the audit committee. The Board’s decision to take on the audit committee tasks jointly should be viewed in light of the Company’s size, transparency of reporting and clear procedures, due to which the Company’s Board of Directors finds no need for a separate audit committee.
Disclosure of the remuneration policy, (recommendation 4.2):
The Committee recommends that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained.
- The remuneration of members of the Board of Directors is disclosed in the section ”Remuneration”. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders’ assessment. The total remuneration of the Executive Board is disclosed in note 5. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.
Diversity
A statement is made in accordance with section 99 b of the Danish Financial Statements Act.
Royal Unibrew aims at promoting diversity in our organisation, which includes achieving a reasonable representation of both genders, both on the Board of Directors and on the top management team. This is based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.
The international management team of Royal Unibrew – comprising the Executive Board and the executives just below – comprises 65% (2015: 65%) men and 35% (2015: 35%) women. The target is at least 40% representation of each gender. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates’ interest in taking on managerial tasks.
At present, six of the directors of Royal Unibrew elected by the general meeting are men and one is a woman, while the directors elected by the employees are three men and one woman. Since 2014 the Board of Directors has had two international members and five Danish members elected by the general meeting. The target is an approximate 20% share of female directors before 2020. No directors elected by the general meeting have been replaced in 2016; therefore, the target of 20% has not yet been reached.
It is the Board of Directors’ objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates’ competences and how they match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.
Shareholder and stakeholder relations
Royal Unibrew’s Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company’s development supports the Company’s work and a fair valuation of the Company’s shares. The Group‘s openness is limited only by the duties of disclosure of Nasdaq Copenhagen A/S and by competitive considerations.
The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Interim Reports and other announcements by the Company, via audio casts, meetings with investors, analysts and the press. Interim Reports and other announcements are accessible at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.
According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the general meeting. All documents relating to general meetings are published at Royal Unibrew’s website.
Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.
All shareholders may submit proposals for resolutions to the Board of Directors to be considered at the general meeting; such proposals for resolutions are to be received by the Board of Directors not later than six weeks prior to the date of the general meeting.
Work of the Board of Directors
The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.
The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.
The directors usually meet for five annual ordinary board meetings, one of which focuses on the Company’s strategic situation and prospects. In addition, the directors meet when required. In 2016, six board meetings were held and three absentees were noted.
The Board of Directors has established the following committees:
Nomination committee
The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2016, the primary activities of the nomination committee were the preparation of the evaluation of the Board of Directors and the recruiting of a new CEO. The committee held five meetings in 2016.
Remuneration committee
The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2016, the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee held three meetings in 2016.
Audit committee
The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. This should be viewed in light of the Company’s size, transparency of reporting and clear procedures. Consequently, the Company’s Board of Directors finds no need for a separate audit committee. It is the Board of Directors’ objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditors’ performance and independence. The external auditors have participated in three meetings of the Board of Directors in connection with the Board of Directors’ performance of audit committee tasks.
Evaluation of the work of the Board of Directors
Annual evaluation of the work of the Board of Directors is performed. The evaluation focuses on ensuring that the Board of Directors as a body has expertise and experience within Fast Moving Consumer Goods (FMCG), production, sales and marketing of brands globally and in business-to-business markets, strategic and general management and within economic, financial and capital market issues, including those relating to listed companies. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors.
The evaluation in 2016 did not give rise to changing the composition of the Board of Directors as the necessary competences are considered to be in place. Moreover, the evaluation did not give rise to changing the working method of the Board of Directors.
The Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.
Composition of the Board of Directors
When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Group’s activities.
Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences are described in the below section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Roya Unibrew and to the markets in which the Group operates.
At present, the Board of Directors consists of seven members elected by the general meeting and four members elected by the employees. Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.
All members of the Board of Directors elected by the general meeting, except for Hemming Van, who has been a board member for more than 12 years, are considered independent in accordance with the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
CORPORATE GOVERNANCE
Royal Unibrew has focus on running its business and designing its management systems in accordance with the corporate governance principles. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.
The recommendations of the Committee on Corporate Governance, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew’s corporate governance.
Royal Unibrew complies with the Corporate Governance Recommendations with very few exceptions which are described below.
Royal Unibrew’s website http://investor.dk.royalunibrew.com/governance.cfm provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
Royal Unibrew complies with the Corporate Governance Recommendations issued by the Committee on Corporate Governance with the following two exceptions:
Board committees (recommendation 3.4):
The Committee recommends that the board of directors establish an actual audit committee composed so that the chairman of the board of directors is not the chairman of the audit committee.
- The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. As a result of this, the chairman of the Board of Directors is as the law allows also the chairman of the audit committee. The Board’s decision to take on the audit committee tasks jointly should be viewed in light of the Company’s size, transparency of reporting and clear procedures, due to which the Company’s Board of Directors finds no need for a separate audit committee.
Disclosure of the remuneration policy, (recommendation 4.2):
The Committee recommends that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained.
- The remuneration of members of the Board of Directors is disclosed in the section ”Remuneration”. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders’ assessment. The total remuneration of the Executive Board is disclosed in note 5. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.
Diversity
A statement is made in accordance with section 99 b of the Danish Financial Statements Act.
Royal Unibrew aims at promoting diversity, which includes achieving a reasonable representation of both genders, both on the Board of Directors and on the top management team. This is based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.
The international management team of Royal Unibrew – comprising the Executive Board and the executives just below – comprises 65% (2014: 63%) men and 35% (2014: 37%) women. The target is at least 40% representation of each gender. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates’ interest in taking on managerial tasks.
At present, six of the directors of Royal Unibrew elected by the general meeting are men and one is a woman, while the directors elected by the employees are three men and one woman. Since 2014 the Board of Directors has had two international members and five Danish members elected by the general meeting. The target is an approximate 20% share of female directors within four years. No directors elected by the general meeting have been replaced in 2015; therefore, the target of 20% has not yet been reached.
It is the Board of Directors’ objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates’ competences and how they match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.
Shareholder and stakeholder relations
Royal Unibrew’s Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company’s development supports the Company’s work and a fair valuation of the Company’s shares. The Group‘s openness is limited only by the duties of disclosure of Nasdaq Copenhagen A/S and by competitive considerations.
The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Interim Reports and other announcements by the Company, via audio casts, meetings with investors, analysts and the press. Interim Reports and other announcements are accessible at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.
According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda – either to the Board of Directors or to a person attending the general meeting. All documents relating to general meetings are published at Royal Unibrew’s website.
Each share of a nominal value of DKK 2 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.
All shareholders may submit proposals for resolutions to the Board of Directors to be considered at the general meeting; such proposals for resolutions are to be received by the Board of Directors not later than six weeks prior to the date of the general meeting.
Work of the Board of Directors
The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.
The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.
The directors usually meet for five annual ordinary board meetings, one of which focuses on the Company’s strategic situation and prospects. In addition, the directors meet when required. In 2015 six board meetings were held and three absentees were noted.
The Board of Directors has established the following committees:
Nomination committee
The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2015 the primary activity of the nomination committee was the preparation of the evaluation of the Board of Directors. The committee held one meeting in 2015.
Remuneration committee
The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2015 the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee held one meeting in 2015.
Audit committee
The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. This should be viewed in light of the Company’s size, transparency of reporting and clear procedures. Consequently, the Company’s Board of Directors finds no need for a separate audit committee. It is the Board of Directors’ objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditors’ performance and independence. The external auditors have participated in two meetings of the Board of Directors in connection with the Board of Directors’ performance of audit committee tasks.
Evaluation of the work of the Board of Directors
Annual evaluation of the work of the Board of Directors is performed. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors.
The evaluation in 2015 did not give rise to changing the composition of the Board of Directors as the necessary competences are considered to be in place. Moreover, the evaluation did not give rise to changing the working method of the Board of Directors.
The Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.
Composition of the Board of Directors
When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Group’s activities.
Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences are described in the below section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Group and to the markets in which it operates.
At present, the Board of Directors consists of seven members elected by the general meeting and four members elected by the employees. Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.
All members of the Board of Directors elected by the general meeting are considered independent in accordance with the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
Royal Unibrew has focus on running its business and designing its management systems in accordance with the corporate governance principles. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.
The recommendations of the Committee on Corporate Governance, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew's corporate governance.
Royal Unibrew complies with the Corporate Governance Recommendations with very few exceptions, which are described below.
The Company's website http://investor.royalunibrew.com/governance.cfm provides a detailed description of the Board of Directors' approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
Royal Unibrew complies with the Corporate Governance Recommendations issued by NASDAQ OMX Copenhagen A/S with the following few exceptions:
Board committees (recommendation 3.4):
The Committee recommends that the board of directors establish an actual audit committee composed so that the chairman of the board of directors is not the chairman of the audit committee.
- The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. As a result of this, the chairman of the Board of Directors is also the chairman of the audit committee. The Board's decision to take on the audit committee tasks jointly should be viewed in light of the Company's size, transparency of reporting and clear procedures, due to which the Company's Board of Directors finds no need for a separate audit committee.
Disclosure of the remuneration policy, (recommendation 4.2):
The Committee recommends that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained.
- The remuneration of members of the Board of Directors is disclosed in the section "Remuneration". Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders' assessment. The total remuneration of the Executive Board is disclosed in note 5. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.
Diversity
A statement is made in accordance with section 99B of the Danish Financial Statements Act. Royal Unibrew aims at promoting diversity, which includes achieving a reasonable representation of both genders, both on the Board of Directors and on the top management team, based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.
The international management team of Royal Unibrew - comprising the Executive Board and the executives just below - comprises 63% (2013: 59%) men and 37% (2013: 41%) women. The target is that the representation of each gender should be at least 40%. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates' interest in taking on managerial tasks.
At present, six of the directors of Royal Unibrew elected by the general meeting are men and one is a woman, while the directors elected by the employees are three men and one woman. Since 2014 the Board of Directors has had two international members and five Danish members elected by the general meeting. The target is that the proportion of female board members should be around 20%. There have been no replacements among the board members elected by the general meeting in 2014; consequently, the 20% target has not yet been reached.
It is the Board of Directors' objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates' competences and how they match Royal Unibrew's needs and contribute to the overall efficiency of the Board.
Shareholder and stakeholder relations
Royal Unibrew's Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company's development supports the Company's work and a fair valuation of the Company's shares. The Group's openness is limited only by the duties of disclosure of NASDAQ OMX Copenhagen A/S and by competitive considerations.
The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Interim Reports and other announcements by the Company, via audio casts, meetings with investors, analysts and the press. Interim Reports and other announcements are accessible at Royal Unibrew's website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.
According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda. All documents relating to general meetings are published at Royal Unibrew's website.
Each share denomination of DKK 10 entitles the holder to one vote. Royal Unibrew's shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.
Work of the Board of Directors
The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.
The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.
The directors usually meet for five annual ordinary board meetings, one of which focuses on the Company's strategic situation and prospects. In addition, the directors meet when required. In 2014 six board meetings were held and three absentees were noted.
The Board of Directors has established the following committees:
Nomination committee
The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2014 the primary activity of the nomination committee was the preparation of the evaluation of the Board of Directors. The committee held one meetings in 2014.
Remuneration committee
The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2014 the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee held two meetings in 2014.
Audit committee
The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. This should be viewed in light of the Company's size, transparency of reporting and clear procedures. Consequently, the Company's Board of Directors finds no need for a separate audit committee. It is the Board of Directors' objective to secure quality and integrity in the Company's presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company's financial reporting, risk issues and the external auditors' performance and independence.
Evaluation of the work of the Board of Directors
Annual evaluation of the work of the Board of Directors is performed. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors. The evaluation in 2014 did not give rise to changing the composition of the Board of Directors as the necessary competences are considered to be in place. Moreover, the evaluation did not give rise to changing the working method of the Board of Directors.
The Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.
Composition of the Board of Directors
When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Company's activities.
Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members' competences are described in the below section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Company and to the markets in which it operates.
At present, the Board of Directors consists of seven members elected by the general meeting and four members elected by the employees. Election of members by the employees takes place in compliance with the company law rules described at the Company's website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.
All members of the Board of Directors elected by the general meeting are considered independent in accordance with the Corporate Governance Recommendations included in the "Rules for Issuers of Shares" of NASDAQ Copenhagen A/S.
March 2015
CORPORATE GOVERNANCE
Royal Unibrew Management emphasises corporate governance, and the Company’s management systems are continuously assessed and developed. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.
In 2013 NASDAQ OMX Copenhagen incorporated the recommendations of the Committee on Corporate Governance in “Rules for Issuers of Shares”. The Corporate Governance Recommendations, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew’s corporate governance.
Royal Unibrew complies with the Corporate Governance Recommendations with very few exceptions which are described below.
The Company’s website http://investor.royalunibrew.com/governance.cfm provides a detailed description of the Board of Directors’ approach to the Corporate Governance Recommendations issued by the Committee on Corporate Governance.
Royal Unibrew complies with the Corporate Governance Recommendations issued by NASDAQ OMX Copenhagen with the following few exceptions:
Board committees (recommendation 3.4):
The Committee recommends that the board of directors establish an actual audit committee composed so that the chairman of the board of directors is not the chairman of the audit committee.
- The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. As a result of this, the chairman of the supreme governing body is also the chairman of the audit committee. The Board’s decision to take on the audit committee tasks jointly should be viewed in light of the Company’s size, transparency of reporting and clear procedures, due to which the Company’s Board of Directors finds no need for a separate audit committee.
Disclosure of the remuneration policy, (recommendation 4.2):
The Committee recommends that the total remuneration granted to each member of the board of directors and the executive board by the company and other companies in the group, including information on the most important contents of retention and retirement/resignation schemes, be disclosed in the annual report and that the linkage with the remuneration policy be explained.
- The remuneration of members of the Board of Directors is disclosed in the section ”Remuneration”. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders’ assessment. The total remuneration of the Executive Board is disclosed in note 4. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.
Diversity
Royal Unibrew aims at promoting diversity, which includes achieving a reasonable representation of both genders, both on the Board of Directors and on the top management team, based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.
The international management team of Royal Unibrew – comprising the Executive Board and the executives just below – comprises 59% (2012: 63%) men and 41% (2012:37%) women, which is an increase in the share of women compared to 2012. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates’ interest in taking on managerial tasks.
At present, six of the directors of Royal Unibrew elected by the general meeting are men and one is a woman, while the directors elected by the employees are two men and one woman. Two of the directors elected by the general meeting are foreigners.
It is the Board of Directors’ objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates’ competences and how they match Royal Unibrew’s needs and contribute to the overall efficiency of the Board.
The target is to increase the share of women on the management team to approx 40% and on the Board of Directors to approx 20% over the coming years.
Shareholder and stakeholder relations
Royal Unibrew’s Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company’s development supports the Company’s work and a fair valuation of the Company’s shares. The Group‘s openness is limited only by the duties of disclosure of NASDAQ OMX Copenhagen and by competitive considerations.
The dialogue with and communication to shareholders and other stakeholders take place by the issuing of Interim Reports and other announcements by the Company, via audio casts, meetings with investors, analysts and the press. Interim Reports and other announcements are accessible at Royal Unibrew’s website immediately after being published. Our website also includes material used in connection with investor presentations and audio casts.
According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda. All documents relating to general meetings are published at Royal Unibrew’s website.
Each share denomination of DKK 10 entitles the holder to one vote. Royal Unibrew’s shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.
Work of the Board of Directors
The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.
The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.
The directors usually meet for five annual ordinary board meetings, one of which focuses on the Company’s strategic situation and prospects. In addition, the directors meet when required. In 2013 twelve board meetings were held and three absentees were noted. The number of meetings held in 2013 was higher than usual due to the Hartwall acquisition.
The Board of Directors has established the following committees:
Nomination committee
The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2013 the primary activity of the nomination committee was the assessment of the composition of the Board of Directors, including recruitment of two new members for the Board. The committee members meet on an ad hoc basis and held one meeting in 2013.
Remuneration committee
The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2013 the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee members meet on an ad hoc basis and held four meetings in 2013.
Audit committee
The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. This should be viewed in light of the Company’s size, transparency of reporting and clear procedures, due to which the Company’s Board of Directors finds no need for a separate audit committee. It is the Board of Directors’ objective to secure quality and integrity in the Company’s presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company’s financial reporting, risk issues and the external auditors’ performance and independence.
Evaluation of the work of the Board of Directors
Annual evaluation of the work of the Board of Directors is performed. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation are presented and discussed at a meeting of the Board of Directors. The evaluation in 2013 gave rise to changing the composition of the Board of Directors with a view to strengthening competences within FMCG (Fast Moving Consumer Goods) and knowledge of the Finnish market. The evaluation did not give rise to changing the working method of the Board of Directors.
The Executive Board and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.
Composition of the Board of Directors
When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Company’s activities. The Board of Directors strives to achieve a composition so that its members, to the widest extent possible, complement each other in terms of age, background, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew.
Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members’ competences are described in the below section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Company and to the markets in which it operates.
At present, the Board of Directors consists of seven members elected by the general meeting and three members elected by the employees. Before the AGM in 2014, the employees will elect another member to the Board of Directors. Election of members by the employees takes place in compliance with the company law rules described at the Company’s website. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.
All members of the Board of Directors elected by the general meeting are considered independent in accordance with the Corporate Governance Recommendations included in the “Rules for Issuers of Shares” of NASDAQ OMX Copenhagen.
March 2013
Royal Unibrew Management emphasises corporate governance, and the Company's management systems are continuously assessed and developed. The objective is to ensure that Royal Unibrew meets its obligations to shareholders, customers, employees, authorities and other stakeholders in the best possible way and that long-term value creation is supported.
The Corporate Governance Recommendations from NASDAQ OMX Copenhagen, current legislation and regulation in the area, best practice and internal rules provide the framework for Royal Unibrew's Corporate Governance.
With only few exceptions described below, Royal Unibrew complies with the Corporate Governance Recommendations issued by NASDAQ OMX Copenhagen.
An complete description of Royal Unibrew's corporate governance practice is provided as an appendix below.
Diversity
Royal Unibrew aims at promoting diversity, which includes achieving a reasonable representation of women, both on the Board of Directors and on the top management team, based on a wish to strengthen the versatility and total competences of the business and to improve decision-making processes.
The international management team of Royal Unibrew – comprising the Executive Board and the executives just below – comprises 63% men and 37% women. When new executives are recruited, emphasis is placed on identifying candidates of both genders without discrimination, and Royal Unibrew is seeking to encourage female candidates' interest in taking on managerial tasks.
At present, all directors of Royal Unibrew elected by the general meeting are men, while the directors elected by the employees are two men and one woman.
It is the Board of Directors' objective that its members should, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew. These matters are assessed when the nomination committee identifies new candidates for the Board of Directors, and it is an objective of the committee to identify both male and female candidates. However, recommendation of candidates will always be based on an assessment of the individual candidates' competences and how they match Royal Unibrew's needs and contribute to the overall efficiency of the Board.
The target is to increase the share of women on the management team to approx 40% and on the AGM elected part of the Board of Directors to approx 20% over the coming years.
Shareholder and stakeholder relations
Royal Unibrew's Management wants and works actively to maintain good and open communication and dialogue with its shareholders and other stakeholders. The Company believes that a high level of openness in the communication of information on the Company's development supports the Company's work and a fair valuation of the Company's shares. The Group's openness is limited only by the duties of disclosure of NASDAQ OMX Copenhagen and by competitive considerations.
The dialogue with and communication to shareholders and stakeholders take place by the issuing of Interim Reports and other announcements by the Company, via webcasts , meetings with investors, analysts and the press. Interim Reports and other announcements are accessible at Royal Unibrew's website immediately after being published. Our website also includes material used in connection with investor presentations and webcasts.
According to the Articles of Association of the Company, general meetings shall be convened not more than five weeks and not less than three weeks prior to the general meeting. It is an objective to formulate the notice convening the meeting and the agenda so as to give shareholders an adequate presentation of the business to be transacted at the general meeting. Proxies are limited to a specific general meeting and are formulated in such a way as to allow absent shareholders to give specific proxies for individual items of the agenda. All documents relating to general meetings are published at Royal Unibrew's website.
Each share denomination of DKK 10 entitles the holder to one vote. Royal Unibrew's shares are not subject to any restrictions of voting rights, and the Company has only one class of shares.
Work of the Board of Directors
The Board of Directors handles overall strategic management, financial and managerial supervision of the Company as well as continuous evaluation of the work performed by the Executive Board on behalf of the shareholders.
The Board of Directors performs its work in accordance with the Rules of Procedure of the Company governing the Board of Directors and the Executive Board. These Rules of Procedure are reviewed and updated regularly by the full Board of Directors.
The directors meet for five annual ordinary board meetings, one of which focuses on the Company's strategic situation and prospects. In addition, the directors meet when required. In 2012 seven board meetings were held and one absentee was noted.
The Board of Directors has established the following committees:
Nomination committee
The nomination committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2012 the primary activity of the nomination committee was the assessment of the composition of the Board of Directors. The committee members meet on an ad hoc basis and held four meetings in 2012.
Remuneration committee
The remuneration committee consists of the Chairman and Deputy Chairman of the Board of Directors. In 2012 the primary activities of the remuneration committee were the assessment and recommendation of remuneration of the Board of Directors and the Executive Board. The committee members meet on an ad hoc basis and held three meetings in 2012. The committee and the Board of Directors prepared the remuneration policy for the Board of Directors and the Executive Board which was adopted at the AGM on 28 April 2011.
Audit committee
The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. This should be viewed in light of the Company's size, transparency of reporting and clear procedures, due to which the Company's Board of Directors finds no need for a separate audit committee. It is the Board of Directors' objective to secure quality and integrity in the Company's presentation of Financial Statements, audit and financial reporting. At the same time, the Board of Directors monitors accounting and reporting processes, the audit of the Company's financial reporting, risk issues and the external auditors' performance and independence.
Composition and competencies of the Board of Directors
When composing the Board of Directors, we emphasise that the members have the competences required to solve the tasks. These competencies encompass the following areas:
- Executive as well as non-executive experience from listed companies
- Analytical skills as well as strategic understanding
- Branded fast moving consumer goods experience as manufacturer and/or international grocery retailer
- Exposure to local as well as emerging markets
- Financial management, Investor Relations, and M&A
- Experience from a small regional challenger role to international players
- Integrity, pragmatism, holistic, interpersonal skills, and business acumen
The Board of Directors assesses its composition annually, including ensuring that the combined competences and diversity of the members match the Company's business. The Board of Directors strives to achieve a composition so that its members, to the widest extent possible, complement each other in terms of age, background, nationality, gender, etc. with a view to ensuring a competent and versatile contribution to the board duties at Royal Unibrew.
Candidates for the Board of Directors are recommended for election by the general meeting supported by motivation in writing by the Board of Directors as well as a description of the recruiting criteria. The individual members' competences are described in the annual report’s section on the Board of Directors and the Executive Board. When joining Royal Unibrew, new members of the Board of Directors are given an introduction to the Company and to the markets in which it operates.
At present, the Board of Directors consists of six members elected by the general meeting and three members elected by the employees.
Employee representation - Royal Unibrew A/S conducts the election of employee representatives to the Board of Directors in accordance with the Companies Act, chapter 8. The election of employee representatives is held in accordance with the Executive Order No. 344 on employee representation in limited companies issued by the Commercial Agency. Employee representatives and alternates are elected for a 4-year period and have at the time when they join the board the same rights, responsibilities and obligations as the other board members. Latest election of employee representatives was conducted on 12 April 2010. When joining the Board of Directors, the members elected by the employees are offered relevant training in serving on a board.
Evaluation of the Board of Directors
Annual evaluation of the work of the Board of Directors is performed. The evaluation is made by the Chairman of the Board of Directors. For this purpose the Chairman receives written replies to a questionnaire distributed to all members of the Board. The result of the Chairman’s evaluation is presented and discussed at a meeting of the Board of Directors. The Chairman's evaluation in 2012 did not give rise to any changes.
The Board of Directors and the cooperation between the Board of Directors and the Executive Board are evaluated on an annual basis as a minimum.
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Royal Unibrew complies with the Corporate Governance Recommendations issued by NASDAQ OMX Copenhagen with the following few exceptions:
Board committees (recommendation 5.10):
The Committee recommends that the supreme governing body establish an actual audit committee ensuring that the chairman of the supreme governing body is not the chairman of the audit committee.
- The Board of Directors of Royal Unibrew has decided to take on the audit committee tasks jointly. In consequence of this, the chairman of the supreme governing body is also the chairman of the audit committee. The Board's decision to take on the audit committee tasks jointly should be viewed in light of the Company's size, transparency of reporting and clear procedures, due to which the Company's Board of Directors finds no need for a separate audit committee.
Disclosure of the remuneration policy, (recommendation 6.2):
The Committee recommends that the total remuneration granted to each member of the supreme governing body and the executive board by the company and other consolidated companies be disclosed in the (consolidated) financial statements and that the linkage with the remuneration policy be explained.
- The remuneration of members of the Board of Directors is disclosed in the Annual Report in the section remuneration. Disclosure of the remuneration of the individual members of the Executive Board is not at present considered material to stakeholders' assessment. The total remuneration of the Executive Board is disclosed in note 4 of the Annual Report. The remuneration of the Executive Board is considered in line with that of peer companies. The remuneration of the Executive Board is in accordance with the remuneration policy.