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Board Committees

The Audit Committee consists of three members: Richard Burrows (Chair), Magdi Batato and Lilian Fossum Biner. All members qualify as being independent of the Company as defined in the Danish Corporate Governance Recommendations and and the Committee has the relevant financial expertise and necessary experience of the Company’s sector.

The Audit Committee is appointed for one year at a time and works according to Terms of Reference and a detailed annual meeting plan, which are reviewed and approved by the Supervisory Board prior to the beginning of each financial year.

The specific activities and key focus points of the Committee in a given year are described in the corporate governance section of the relevant Annual Report.

Auditing

To safeguard the interests of shareholders and the general public, an independent auditor is appointed at the Annual General Meeting following a proposal from the Supervisory Board, which is based on a recommendation from the Audit Committee.

 

The Nomination Committee consists of four members of the Supervisory Board: Flemming Besenbacher (Chair), Carl Bache, Richard Burrows and Lars Fruergaard Jørgensen. Richard Burrows and Lars Fruergaard Jørgensen qualify as being independent of the Company as defined in the Danish Corporate Governance Recommendations.

The Nomination Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board.

The specific activities and key focus points of the Committee in a given year are described in the corporate governance section of the relevant Annual Report.

The Remuneration Committee consists of four members of the Supervisory Board: Richard Burrows (Chair), Magdi Batato, Domitille Doat-le Bigot and Søren-Peter Fuchs Olesen. All members except Søren-Peter Fuchs Olesen qualify as being independent of the Company as defined in the Danish Corporate Governance Recommendations.

The Remuneration Committee is responsible for the Remuneration Policy (including the general guidelines for incentive programmes) for all members of the Supervisory Board and the Executive Board, for recommending proposals on changes to the Remuneration Policy, and for obtaining the approval of the Supervisory Board prior to seeking shareholders’ approval at the Annual General Meeting.

The Committee is responsible for making proposals to the Supervisory Board on the actual structure and content of the remuneration packages of the members of the Supervisory Board and the Executive Board, in accordance with the policy approved by the shareholders.

The Committee monitors and advises the Supervisory Board on any major changes to the policy on senior employee remuneration structures for the Group, including for the Executive Committee. The Remuneration Committee works according to Terms of Reference, which are reviewed and approved annually by the Supervisory Board.

The specific activities and key focus points of the Committee in a given year are further described in the remuneration report section of the relevant Annual Report.

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