
Corporate governance
Corporate governance is a key
aspect of H+H. We continuously
develop and align our governance
structure and principles with our
strategy, input from shareholders
and other stakeholders and
changes in legislation and best
practice standards.
Corporate governance reporting
The Board of Directors and the Executive Board
apply the latest recommendations on corporate
governance issued by the Danish Committee on
Corporate Governance. H+H International A/S abides
by the recommendations in all material respects, and
explanations to the few deviations are provided in a
seperate statement. The statement includes reporting
on our internal controls and risk management systems
applied as basis for the financial reporting process,
and is available at
www.HplusH.com/corporate-governance-reports.
Governance structure
Shareholders of H+H International A/S exercise their
rights at the general meeting, which is the supreme
governing body of H+H. It is the shareholders who
decide on the Articles of Association which currently
state that the Board of Directors must consist of four to
eight members elected at a general meeting. The term
of all board members expires at each annual general
meeting, but they may be re-elected for a new term.
H+H International A/S has a two-tier management
system under which the Board of Directors and the
Executive Board are responsible for the management
of the Company’s affairs. No persons hold dual
membership of the Board of Directors and the Executive
Board. The Executive Board is responsible for the
day-to-day management of the Group, while the Board
of Directors supervises the work of the Executive Board
and is responsible for the overall management of and
strategic direction for the Group and makes decisions
concerning major investments, the capital base, key
issues within policies, control and audit matters, risk
management and significant operational issues.
To support the Board of Directors and to benefit from
individual members’ competences, the Board of Directors
has established three board committees, namely the
Audit Committee, the Remuneration Committee and
the Nomination Committee. The board committees
are not authorised to make independent decisions, but
must instead prepare reports and recommendations
for the Board of Directors. The members and the Chair
of each board committee are appointed by the Board of
Directors among its members.
Board of Directors
This section includes reporting on H+H management
gender composition and diversity policies in
accordance with section 99b and 107d of the Danish
Financial Statements act. The Board of Directors
annually evaluates its composition to ensure diversity
and that all relevant business competences are
represented among its members. Considering the
H+H Group’s current growth strategy, the main
competences relevant for the Board of Directors
are deemed to be strategy development as well as
executive and in-depth experience in relation to
integration processes for acquired businesses, with a
particular focus on financial and non-financial reporting
(ESG), IT, Strategic HR (recruitment, retention,
diversity), risk management and ESG-driven business
development, as well as innovation, commercial and
operational experience in H+H’s core markets.
The Board of Directors and the Executive Board recognise
the importance of promoting diversity in gender, age,
nationality, international experience and competences.
Pursuant to section 139c of the Danish Companies Act,
the Board of Directors has set a target for the gender
distribution amongst its members, whereby the Board
must seek to ensure that each gender is represented:
• by at least one shareholder-elected member when
the Board of Directors consists of a total of four
shareholder-elected members;
• by at least two shareholder-elected members when
the Board of Directors consists of a total of five to
seven shareholder-elected members; and
• by at least three shareholder-elected members when
the Board of Directors consists of a total of eight
shareholder-elected members.
The aim is to achieve the target no later than by the
annual general meeting to be held in 2023. The target
corresponds to equal gender distribution as defined
by the Danish Business Authority, and the target was
reached at the annual general meeting on 31 March
2022, when our shareholders elected two female and
four male board members.
H+H has a group policy on diversity focusing on diversity
in a broader sense encompassing not only gender, but
also other aspects, including but not limited to age,
education and skills, experience, and geographical and
cultural background. The diversity policy can be found
on the Company’s website at
www.HplusH.com/diversity.
The Diversity Policy applies to the Board of Directors,
the Executive Board and all other executives and
employees of the Group and has as its purpose to
foster an inclusive and open working climate where
diversity is embraced and promoted. Having a diverse
mix of cultures, backgrounds, genders, skills, expertise
and experiences ensures a dynamic organisation that
continues to develop and advance exactly due to its
diversity, whereas having a monoculture creates a risk of
overlooking relevant opportunities and risks due to the
right questions not being asked.
Diversity in a broad sense is one of the focal points
for the Board of Directors in recruitment searches for
new members for the Board as well as new members
for the Executive Board, but new members must not
be recruited solely based on their contribution to the
diversity, but based on their overall qualifications.
The current Board of Directors and the Executive Board
are considered to be diverse, as the members represent
very different competences and experiences, board
tenures which differ from a few months to more than 12
years, five different nationalities and ages ranging from
Management’s review | Governance
40 | H+H Annual Report 2022