The Foundation has chosen to follow all the recommendations of the Committee on Foundation Governance, except for the recommendation regarding information on the distribution of remuneration to each member of the Board of Directors. This entails that:

1.1. the Board of Directors has adopted guidelines for external communication, including who can and must speak to the public on behalf of the commercial foundation and on what matters. The guidelines must meet the need for transparency and the stakeholders’ need and opportunity to obtain relevant updated information about the foundation’s affairs.

2.1.1 In order to ensure that the foundation operates in accordance with its purpose and interests, the Board of Directors shall at least once a year consider the foundation’s overall strategy and distribution policy based on the articles of association.

2.1.2 The Board of Directors regularly considers whether the Foundation’s asset management meets the Foundation’s purpose and needs in the short and long term.

2.2.1 It has been decided that the chairman of the board of directors shall organize, convene and chair the board meetings in order to ensure effective board work and create the best possible conditions for the board members’ work individually and collectively.

2.2.2 If the board of directors – in addition to the office of chairman – exceptionally requests the chairman to perform special operational tasks for the commercial foundation, there must be a board resolution that ensures that the board of directors retains the independent overall management and control function.

2.3.1 The board of directors continuously assesses and determines which competencies the board of directors must have in order to best perform the tasks incumbent upon it.

2.3.2 The board of directors has, with respect to any right of appointment in the articles of association, ensured a structured, thorough and transparent process for the selection and nomination of candidates for the board of directors.

2.3.3 Board members are appointed on the basis of their personal qualities and competencies, taking into account the overall competencies of the Board of Directors, and the composition and nomination of new Board members takes into account the need for renewal – compared to the need for continuity – and the need for diversity in relation to e.g. business and distribution experience, age and gender.

2.3.4 The Board of Directors consists of the following persons: (see further description under Board of Directors)

Peter Hald Appel, attorney (H),
Elisabeth Fogtdal Nøjgaard, former attorney (L)
Jesper Jørgensen, state authorized public accountant
Henrik Vedel, state authorized public accountant
Mette-Katrine Hviid, cand.merc.aud.
Nidha Rizwan,

2.3.5 The Foundation has no subsidiaries, and the item is therefore not considered relevant.

2.4.1 An appropriate proportion of the members of the Board of Directors are independent of the Foundation.

2.5.1 The members of the Board of Directors are appointed for a period of four years, with the possibility of re-election once.

2.5.2 An age limit of 70 years has been set for the members of the Board of Directors.

2.6.1 The Board of Directors shall establish an evaluation procedure whereby the contribution and performance of the Board of Directors, the Chairperson and the individual members are evaluated annually and that the outcome is discussed by the Board of Directors.

2.6.2 The Board of Directors shall annually evaluate the work and performance of the Executive Board according to pre-established clear criteria.

3.1 Members of the Board of Directors and the Executive Management shall be remunerated with a fixed fee. The remuneration shall seek to reflect the work and responsibilities of the position.

3.2 The financial statements shall disclose the total remuneration received by the Board of Directors and the Executive Board from the commercial foundation and from other companies in the Group. Furthermore, any other remuneration received by members of the board of directors for performing tasks for the foundation, subsidiaries of the foundation or affiliated companies of the foundation must be disclosed.