Board Committees

The Board of Directors has established the following committees:

The Chairmanship

The Chairmanship is comprised of the Chairman and the Vice Chairman (or Vice Chairmen) who are elected by and among the members of the Board of Directors. The Chairmanship performs certain preparations and planning in relation to board meetings and is forum for the Chairman’s reflections.

In 2018 the Chairmanship held 9 meetings. The attendance rate was 100%.

The Audit Committee

The Audit Committee consists of 3–4 Board members appointed by and among the Board members. The committee reports to the Board of Directors and currently has three members. The tasks of the committee include the review of accounting, auditing, risk and control matters, which are dealt with at meetings with the external auditors, the CFO and the heads of the accounting and internal audit functions. The committee is furthermore tasked with reviewing material related party transactions. The committee determines the frequency of its meetings and it usually meets six to seven times per year. The tasks of the Audit Committee are described in rules of procedure approved by the Board of Directors and available below. The majority of the members are independent.

In 2018 the Audit Committee held 8 meetings. The attendance rate for the year was 95,8%.

The Nomination Committee

In 2018, the Board of Directors established the Nomination Committee consisting of three Board members, one of whom is the Chairman of the Board. The members are elected by and among the Board members and the Board appoints the chairman of the committee. The committee assists the Board by establishing an overview of competences required and represented on the Board and reviews the structure, size, composition, succession planning and diversity on the Board. The committee further reviews the application of the independence criteria and initiates the recruitment and evaluate candidates and prepare the Board’s recommendation of Board candidates for (re)-election at the general meeting. The tasks of the committee are described in rules of procedure approved by the Board of Directors and available below.

In 2018 the Nomination Committee held 5 meetings. The attendance rate for the year was 100%.

The Remuneration Committee

The Remuneration Committee consists of three Board members, one of whom is the Chairman of the Board. The members are elected by and among the Board members. The committee makes proposals to the Board of Directors for the remuneration of the members of the Executive Board. The committee further makes proposals to the Board e.g. with regards to the remuneration report, remuneration policies and incentive guidelines and reviews incentive schemes. The Remuneration Committee shall ensure that the remuneration policy and practices as well as incentive programmes support the strategy of APMM and create value for the shareholders. The committee usually meets four times a year. The tasks of the committee are described in rules of procedure approved by the Board of Directors and available below. The majority of the members are independent.

In 2018 the Remuneration Committee held 3 meetings. The attendance rate for the year was 100%.

The Transformation & Innovation Committee consists of 3–4 Board members appointed by and among the Board members. The committee reports to the Board of Directors and currently has three members. The primary purpose of the Committee is to support the development of the Company’s overall strategic direction, acting both as a sparring partner to Management and supporting the Board with strategy insights in three main areas: transformation, consolidation, and growth. The committee usually meets four times per year. The tasks of the committee are described in rules of procedure approved by the Board of Directors and available below. The majority of the members are independent.

In 2018 the Transformation & Innovation Committee held 4 meetings. The attendance rate for the year was 100%.