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Corporate Governance

About us / Corporate Governance

Corporate governance in TDC NET is exercised through a number of corporate bodies.

In accordance with Danish legislation, TDC NET has a two-tier management structure consisting of the Board of Directors and the Executive Committee. The Board of Directors is responsible for the overall management of the company and for appointing a competent Executive Committee. The Executive Committee is responsible for the day-to-day management of the company. The responsibilities and duties between the Board of Directors and the Executive Committee are clearly outlined and described in the Rules of Procedures for the Board and the Rules of Procedures for the Executive Committee respectively.

TDC NET shareholders have the final authority of the company and exercise their rights at the Annual General Meeting, where they appoint the Board of Directors and the independent auditor and complete tasks such as approving the annual report.

Rules on governance, including share capital, general meetings, shareholder decisions, election of members to the Board of Directors etc. are described in the Article of Associations which are available here.

Read more about the Board of Directors and the Board of Directors Sub-committees below.

 

Recommendations from the committee on Corporate Governance

As an advocate for transparency, TDC NET has chosen to publish a Corporate Governance Statement based on the recommendations in line with the “comply-or-explain” principal cf. section 107b of the Danish Financial Statements Act. The statement is based on the Good corporate governance recommendations from December 2020. Read more in the “comply-or-explain” statement

Board of Directors

TDC NET Board of Directors consists of 9 members, 6 elected by the General Meeting and 3 elected by the employees.

The board members elected by the General Meeting are up for election every year and may be re-elected. Pursuant to Danish legislation, TDC NET employees are entitled to representation on the Company’s Board of Directors in the form of employee elected board members equivalent to half of the total number of board members elected at the General Meeting. The employee elected board members are elected for a four-year period, and have the same rights, obligations and responsibilities as the board members elected by the General Meeting. The current employee representatives were elected to the Board of Directors in 2019 and their period will expire in 2023.

The Board of Directors believes that diversity in general strengthens the board and seeks to reflect this balance in the composition of the board. As part of the Board of Directors’ annual evaluation, the Board also assesses whether the board members have the required skills and experience or if members’ expertise should be updated in some respects.

In April 2022 the Board of Directors reached is objective that among board member elected by the General Meeting both genders shall be represented by at least 33% by the end of 2023, as the gender composition among the board members elected by the general meeting reached 4-2 members (67% vs 33%). By the composition the Board of Directors is no longer obliged to set a new objective, why the Board of Directors have chosen not to, however, the Board of Directors will keep their focus on a diverse Board.

Click here to see the Board of Directors.

Corporate Governance documents

Board Committees

The Board of Directors has established three Board Committees to assist the Board. Read more about the committees here:

Audit Committee

The Audit Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Audit Committee assists TDC NET’s Board of Directors with a range of activities, including monitoring the financial reporting process, monitoring the efficiency of TDC NET’s internal control systems and internal audit and risk management systems regarding the financial reporting, monitoring the statutory audit of the annual report and monitoring and checking the independence of the auditor and recommending delivery of services other than auditing to TDC NET.

Further, the Audit Committee is responsible for the procedure for selection and nomination of TDC NET’s independent auditor for election at the Annual General Meeting (by proposal to the Board of Directors). The tasks of the Audit Committee are described in more detail in the Mandate and Charter for the Audit Committee.

The members of the Audit Committee are Martin Præstegaard (Chairman), Henrik Clausen and Natalia Axt. Martin Præstegaard possesses special qualifications in the field of accounting and auditing and the members as a whole have competencies relevant to the telecommunication industry.

 

Compensation and Nomination Committee

The Compensation and Nomination Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Compensation and Nomination Committee approves remuneration and conditions of employment for members of TDC NET’s executive management team, as well as the framework for TDC NET’s incentive programmes, which involves setting targets for the annual bonus for members of the TDC NET executive management team and approving the payment of such bonus. In addition, the Compensation and Nomination Committee proposes to the Board of Directors the size of the Board of Directors’ fee which is approved at the General Meeting. Furthermore, the Committee assists the Board of Directors with activities including identification of and recommendation to the Board of Directors of candidates for the Board of Directors, recommendation to the Board of Directors of candidates for the TDC NET executive management team based on proposal from the Chief Executive Officer and bi-annual reviews of diversity in TDC NET. The Compensation and Nomination Committee’s tasks are described in more detail in the Compensation and Nomination Committee’s Mandate and Charter.

The members of the Compensation and Nomination Committee are Frank Hyldmar (Chairman), Henrik Clausen and Natalia Axt.

 

Health and Safety Committeet

The Health and Safety Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Health and Safety Committee assists the Board of Directors with activities including overseeing the Health & Safety management systems and their application and reviewing of policies and strategies within the Health & Safety field. In addition, the Committee supports management in the development of their annual Health & Safety Management Plan, targets and supporting initiatives. The Health and Safety Committee’s task are described in more detail in the Health and Safety Committee Mandate and Charter.

The Committee is composed of Frank Hyldmar (Chairman), Henrik Clausen and Natalia Axt.

Composition of the Committees

Board member

Audit Committee

Compensation and Nomination Committee

Health and Safety Committee

Henrik Clausen

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Frank Hyldmar

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Natalia Axt

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Geoffrey Shakespeare

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Gabriela Styf Sjöman

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Martin Præstegaard

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Ole Mølgaard Andersen

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Svend Bank Andreasen

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Kurt Preben Nielsen

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