CPH's Board of Directors consists of nine members, including six members elected by the company in general meeting and three members elected by the employees. Members of the Board of Directors, click here.
The Board of Directors is in charge of the overall and strategic management of CPH. The roles and responsibilities of the Board of Directors are defined in rules of procedure for the Board of Directors which specify, inter alia, that the Board of Directors shall:
- arrange for a proper organisation of CPH and monitor that the Executive Management performs its duties in an adequate manner
- monitor that bookkeeping and financial reporting take place in a satisfactory manner and that the necessary risk management and internal control procedures have been set up
- monitor that CPH's capital resources are adequate
- define CPH's overall goals, strategies, action plans and investment policies.
The Board of Directors meets seven times each year, including for a two-day strategy seminar. The agenda of the meetings is laid down in an annual plan to ensure the timely performance of principal tasks.
Members elected by the employees
Under Danish law, CPH's employees are entitled to be represented on the company's Board of Directors through employee-elected Board members. The Danish Companies Act entitles the employees to elect a number of representatives corresponding to half the number of Board members elected by the general meeting.
CPH's employees have elected three members to CPH's Board of Directors. Board members elected by the employees are elected for terms of four years. The most recent election among the employees took place in March 2019. Details of the Board members elected by the employees are found in the section containing the CVs of the Board of Directors.
Under Danish law, Board members elected by the employees have the same rights, duties and responsibilities as Board members elected by the general meeting.
Specification of required competencies
The Board of Directors has drawn up a specification of the required competencies for members of CPH's Board of Directors. Proposals for candidates to the Board of Directors must take into account this specification of required competencies.
CPH has adopted remuneration guidelines for the Board of Directors and the Executive Management. The guidelines are designed to provide incentives for the continued positive performance of CPH and accordingly strong value creation for CPH shareholders.
Evaluation of the Board of Directors
The Board has laid down an evaluation procedure in accordance with the recommendations on corporate governance. In autumn 2020, an evaluation was carried out of the Board as a whole, and its collaboration with the Executive Management and other senior management. In light of a very thorough 2019 evaluation carried out with the assistance of an external consultant, the 2020 evaluation, as overseen by the Chairman, was conducted internally by means of a questionnaire.
The conclusions were subsequently discussed by the Board. The overall conclusion was that the Board is generally well-functioning. Dialogue on the individual sub-elements of the evaluation uncovered a few areas where the Board will intensify its focus going forward.