Investors

Annual General Meeting

Committees

The Board of Directors has established three committees: an Audit Committee, a Remuneration Committee and a Nomination Committee. Below is a summary of the most important activities during the year, committee structure and committee membership. All members of the committees are considered independent. For the full list of Board of Directors click here.

Audit Nomination Remuneration
Nigel Northridge Nomination Remuneration
Henrik Brandt Nomination Remuneration
Søren Bjerre-Nielsen Audit Nomination Remuneration
Dianne Neal Blixt Audit
Luc Missorten Audit
Hanne Malling
= Chairperson = Member

AUDIT COMMITTEE

The Audit Committee's tasks include review, assessment and supervision of the financial reporting, the audit process and the internal control risk management systems. The Audit Committee currently consists of 3 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 2016, the Audit Committee held five meetings, and the attendance rate was 100%. Main activities in 2016 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
Re-Assessment of the need for an internal audit funonnytion
Recommendation for the selection of external auditors, including evaluation of independence, competencies and competences
Review of the implementation of a whistleblower scheme
Self-assessment of the Audit Committee's work.
Read the Audit Committee's terms of reference here.

 

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 four members: Nigel Northridge (Chairman), Søren Bjerre-Nielsen and Henrik Brandt. All members of the Remuneration Committee qualify as being independent of the Company. In 2016, the Remuneration Committee met twice, and the attendance rate was 100%.

The main activities in 2016 included the assessment of the remuneration of the Executive Management, amendments to the Long-term Incentive Programme and the approval of the key performance indicators related to the Long-term and Short-term incentive programmes.

Read the Remuneration Committee's terms of reference here.

 

NOMINATION COMMITTEE

The Nomination Committee supports the Board of Directors' decisions with respect to the nomination and appointment of members of the Board of Directors and the Executive Management. The Nomination Committee currently consists of four members: Nigel Northridge (Chairman), Søren Bjerre-Nielsen and Henrik Brandt. All members of the Nomination Committee qualify as being independent of the Company. In 2016, the Nomination Committee held two meetings with a 100% attendance rate.

A central activity of the Nomination Committee in 2016 was the identification of suitable candidates for the Board of Directors up to and following the public listing of Scandinavian Tobacco Group. The Nomination Committee further assessed the composition and performance of the Executive Management.

Read the Nomination Committee's terms of reference here.