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. The Audit Committee and the Remuneration Committee each 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: Søren Bjerre-Nielsen (Chairman), Dianne Blixt and Luc Missorten. All members of the Audit Committee are considered independent and have relevant financial expertise. In 2017, the Audit Committee held five meetings, and the attendance rate was 93%. Main activities in 2017 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 systems
  • Review of the Executive Management’s risk assessment of the Group
  • Close monitoring of the progress of the IT implementation in Cigars International
  • Re-Assessment of the need for an internal audit function
  • Recommendation for the selection of external auditors, including evaluation of independence, competencies and competences
  • Status of any reporting under the Group's whistleblower scheme
  • Self-assessment of the Audit Committee’s work.

Read the Audit Committee’s terms of reference:

 

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Remuneration committee

The Remuneration Committee provides recommendations to the Board of Directors in regard to 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 three members: Nigel Northridge (Chairman), Søren Bjerre-Nielsen and Henrik Brandt. All members of the Remuneration Committee qualify as being independent of the Company.

In 2017, the Remuneration Committee had three meetings, and the attendance rate was 100%.

Main activities in 2017 were:

  • Decision on a Share Ownership Guideline for the Executive Management 
  • Determination of the key performance indicators related to the long-term and the short-term incentive programmes. 
  • Assessment/review of the remuneration of the Executive Management and the Board of Directors. 

Read the Remuneration Committee’s terms of reference:

 

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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 three members: Nigel Northridge (Chairman), Søren Bjerre-Nielsen and Henrik Brandt. All members of the Nomination Committee qualify as being independent of the Company.

In 2017, the Nomination Committee held four meetings with a 100% attendance rate. A central activity of the Nomination Committee in 2017 was the evaluation of the composition and the competences of the Board of Directors and the Executive Management. The Nomination Committee further assessed the composition and performance of the Executive Management.

Read the Nomination Committee’s terms of reference:


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