Board of Directors

To ensure that the company’s operations are carried out in accordance with the current legislation and framework determined by the Board of Directors, guidelines have been adopted to ensure good internal control. These guidelines include routines for financial and economic reporting, communication and information management, authorization, risk management, ethics and social responsibility.

The company’s and the Group’s internal control system is based on full reporting and reconciliation of the income statement, balance sheet and most of the notes in connection with the monthly closing of accounts. Immediately after reporting, regular follow-up meetings are held with financial managers and key personnel in all of the operating companies. The nature of the follow-up is that of identifying errors and omissions, but the follow-up should primarily contribute to an analytical approach to enhance the understanding of how the business is managed and thus how it can be supported. External market data and comparisons with the previous year and plans, as well as pro forma figures inclusive of acquired businesses, are used for this purpose. The income statement, balance sheet and cash flow figures are reported together with the associated analyses monthly to the corporate management and company’s Board of Directors. An acquisition analysis is prepared for acquired companies within a month after acquisition so that they can be integrated with the consolidated figures in connection with the next quarterly closing of accounts. All the companies in the Group report in accordance with the local GAAP, but they also report any deviations from IFRS to enable corporate reporting in accordance with IFRS. Importance is attached to building up competence in important accounting and financial fields across multiple countries. Regular meetings of accounting managers, controllers and chief financial officers, respectively, are arranged at which all the major units participate.

The Company has an audit committee which became effective in 2010. Members of the audit committee are Sven Madsen, Morten Jurs and Kristine M. Madsen. The responsibilities of the audit committee are amongst other things; (i) prepare the board’s quality assurance of the financial reporting, (ii) monitor the company’s internal control and the company’s risk evaluation systems, (iii) have continuous contact with the company’s auditor regarding audit of the annual accounts and the group accounts, (iv) review together with the company’s auditor and monitor the auditor’s independence, hereunder other services than auditing that has been delivered by the auditor and (v) provide its recommendations to the company’s board with respect to election of auditor.

The Board of Directors schedules fixed meetings every year. Normally six to eight meetings are held annually. Additional meetings are called as required. A total of 8 meetings were held in 2010.

Board members regularly receive information on the Group’s operational and financial performance, including monthly operating reports. The company’s business plan, strategy, and risk are subjected to review and evaluation by the Board of Directors. The board members are free to consult the company’s management if they feel a need to do so. The Board of Directors’ discussions and minutes of meetings are confidential, unless the Board of Directors determines otherwise, or if there is clearly no need for such treatment. In addition to the board members, the President and CEO, Chief Financial Officer and the company secretary participate in the meetings. Other participants are invited as required. All matters of significant importance shall be submitted to the Board of Directors. This applies, for example, to approval of the annual and quarterly reports, strategy and strategic plans, acquisition and sale of businesses, and investments. 

The Board of Directors performs an annual evaluation of how the board members function individually and as a group.