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Governance

Scandinavian Tobacco Group A/S is incorporated in Denmark under Danish law. On 10 February 2016, our shares were publicly listed on Nasdaq Copenhagen.

Governance structure and activities

The Group’s corporate governance is based on the Danish Companies Act, the Danish Financial Statement Act, the International Financial Reporting Standards (IFRS), the Danish Securities Trading Act, Nasdaq Copenhagen A/S’ Rules for Issuers of Shares and the company’s articles of association.

The ultimate authority over the company is held by the shareholders who exercise their rights at general meetings. The annual report and amendments to the articles of association are approved by the general meeting which also elects members of the Board of Directors and the independent auditor. The general meeting exercises its powers pursuant to the provisions of Scandinavian Tobacco Group’s articles of association which are available on www.st-group.com.

As a publicly listed company, Scandinavian Tobacco Group is required by law to report on its compliance with the Danish Recommendations on Corporate Governance, which can be found at www.corporategovernance.dk. The company is required to report whether it complies with the Recommendations, and if it does not, an explanation must be provided (“comply-or-explain principle”).

Read more about our organisation and management here.

Scandinavian Tobacco Group complies with the corporate governance recommendations. A detailed overview can be found in Scandinavian Tobacco Group’s Statutory Report on Corporate Governance.

The Statutory Report on Corporate Governance for the Financial Year 2020 is available here.

COMMITTEES

The Board of Directors has established three committees: an Audit Committee, a Remuneration Committee and a Nomination Committee. All committees report to the Board of Directors and have Rules of Procedure adopted by the Board of Directors. The chairman of the Board of Directors also serves as chairman of the Nomination Committee and Remuneration Committee. The Audit Committee shall elect a chairman.

  • Audit committee

    The Audit Committee’s tasks include review, assessment and supervision of the financial reporting, the audit process and the internal control and risk management systems. The Audit Committee currently consists of three members: Marlene Forsell (Chairman), Dianne Blixt and Luc Missorten. All members of the Audit Committee are considered independent and have relevant financial expertise. In 2020, the Audit Committee held six meetings, and the attendance rate was 100%. Main activities in 2020 were:

    • Review of the annual report and the quarterly financial statements
    • Review of the main accounting principles and significant accounting estimates
    • Review of the adequacy and effectiveness of the Group’s internal control and risk management organisation and systems
    • Review of the Group’s treasury and insurance policies
    • Rating and issuance of corporate bond
    • Assessment of financing and capital structure
    • Assessment of the need for an internal audit function
    • Recommendation for the selection of external auditors, including evaluation of independence and competences
    • Review of the committee’s Rules of Procedure
    • Status of any reporting under the Group’s whistleblower scheme.

    The audit committee's rules of procedure can be found here

  • Remuneration committee

    The Remuneration Committee provides recommendations to the Board of Directors regarding the Remuneration Policy and submits proposals to the Board of Directors for the remuneration of the Board of Directors and the Executive Management. The Remuneration Committee currently consists of four members: Nigel Northridge (Chairman), Henrik Brandt, Luc Missorten and Claus Gregersen. All members of the Remuneration Committee with the exception of Claus Gregersen qualify as being independent of the Company.

    In 2020, the Remuneration Committee had four meetings, and the attendance rate was 100%. Main activities in 2020 were:

    • Preparation of a new Remuneration Policy for adoption at the Annual General Meeting
    • Determination of the key performance indicators and targets related to the long-term and the short-term incentive programmes and assessment of actual performance
    • Determination of participants under the long-term and short-term incentive programmes
    • Assessment/review of the remuneration of the Executive Management and the Board of Directors
    • Approval of the Remuneration Report

    The remuneration committee's rules of procedure can be found here

  • Nomination committee

    The Nomination Committee supports the Board of Directors’ decisions with respect to the nomination of the members of the Board of Directors and the appointment of the members of the Executive Management. The Nomination Committee currently consists of four members: Nigel Northridge (Chairman), Henrik Brandt, Luc Missorten and Claus Gregersen. All members of the Nomination Committee with the exception of Claus Gregersen qualify as being independent of the Company.

    In 2020, the Nomination Committee held three meetings with a 100% attendance rate.

    The main activities in 2020 included:

    • Assessment of qualifications and competences required in the Board of Directors
    • Evaluation of the composition, competences and performance of the Board of Directors and the Executive Management
    • Evaluation of the Board of Directors and assessment of results hereof.

    The nomination committee's rules of procedure can be found here

AUDITS

Company
PriceWaterhouseCoopers

Auditors
Søren Ørjan Jensen, State-Authorized Public Accountant
Michael Groth Hansen, State-Authorized Public Accountant

Risk management

Governance

The responsibility for the governance of risks lies with our Board of Directors. On behalf of the Board of Directors, the Audit Committee monitors the effectiveness of our Group's risk management and evaluates the design annually. The Executive Board manages the operational part of our risk management and our Executive Management ensures proper and complete reporting to the Audit Committee.

Risk assessment process

Scandinavian Tobacco Group operates with a framework including various principles that secure a structured and cross-functional approach to risk management. The approach is a top-down facilitated process with the intent to identify risks and support risk management throughout the organisation, and ensure consistent follow-up and reporting on risks to the Executive Board during the year. To receive input from the organisation, a Risk Team works with key stakeholders across the business to ensure an effective assessment before presenting recommendations to the Executive Board. The Executive Board performs an annual risk assessment based on the impact and likelihood of a risk materialising. The process ensures that appropriate actions are taken to reduce, prevent or mitigate risks and to ensure that the Group is transparent and compliant in its external communication on these risks. The main risk categories identified are regulation, excise taxes, total market development, cyber risk and implementation of a new Group Enterprise Resource Planning (ERP) system.

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