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 general guidelines for remuneration to the members of 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.
In compliance with the corporate governance recommendations, the general guidelines for remuneration to the members of the Board of Directors and the Executive Management, and any changes thereto are submitted to the shareholders at the annual general meeting of CPH for approval.
Evaluation of the Board of Directors
The Board of Directors has determined an evaluation procedure in accordance with corporate governance recommendations. In December of 2018, an evaluation was conducted of the overall board as well as the collaboration with the Executive Management and the top management level of CPH.
The evaluation is presided over by the Chairman of the Board of Directors and was in 2018 conducted as a questionnaire survey combined with follow-up dialogue within the board. The main conclusion from the evaluation was that the work of the board functions well. The dialogue about individual evaluation elements uncovered some areas that the board aims to develop further, and a plan has been determined for developing these same areas.