
Corporate Governance
Netcompany has a two-tier management structure con-
sisting of Board of Directors and Executive Management.
Governance model
The Board of Directors, which is appointed
by the shareholders, supervises the work of
the Executive Management and is responsi-
ble for the overall and strategic manage-
ment and proper organisation of the
Group’s activities, while the Executive
Management is responsible for the Group’s
day-to-day management. The division of
responsibility between the Board of
Directors and the Executive Management is
set out in the Rules of Procedures for the
Board of Directors and Executive
Management Instructions.
Shareholders and general meetings
Netcompany’s shareholders exercise their
rights at the general meeting. The general
meeting adopts decisions, such as the elec-
tion of Board members and the auditor, in
accordance with applicable law.
Board of Directors
For the time being, the Board of Directors
of Netcompany Group A/S currently
consists of six members. According to the
Articles of Association, the Board of
Directors must consist of at least three and
not more than seven members elected at
the general meeting. The Board of
Directors appoints a Chairman and a
Deputy Chairman among its members.
Each member is elected for a one-year
term, and members may be re-elected. The
Board of Directors meets at least five times
a year and holds extraordinary meetings
when relevant.
The composition of the Board of Directors
is intended to ensure that the Board of
Directors has a diverse competency profile,
enabling the Board of Directors to perform
its duties in the best possible manner. All
six members of the Board of Directors are
considered independent under the
“Recommendations on Corporate
Governance”.
During 2022, the Board of Directors con-
ducted an evaluation of the Board of
Directors and the individual members. As
the Board of Directors conducted an evalu-
ation with external assistance in 2021, the
Board of Directors decided to base the
evaluation on a questionnaire that the indi-
vidual members of the Board of Directors
had been asked to prepare and comment
on. The evaluation included, among others,
the effectiveness, performance, and com-
position of the Board of Directors, including
an evaluation of the performance of the
individual members of the Board of
Directors as well as the collaboration with
the Executive Management. As part of the
evaluation, a questionnaire was sent to the
members of the Board of Directors,
Executive Management and Board secre-
tary. The evaluation concluded that the
Board of Directors is working well, the
material is of high quality, the Board of
Directors has the right competencies, and
that there is a high degree of satisfaction
between the Board of Directors and
Executive Management.
A description of the individual board mem-
bers, including their other executive posi-
tions and independence, can be found on
pages 59-61.
Board Committees
In order to support the Board of Directors
in Netcompany Group A/S, Netcompany
has established three board committees:
Audit Committee, Remuneration
Committee, and Nomination Committee.
The committees perform preparatory tasks
and make recommendations to the Board
of Directors, who in turn will take the final
decision on subjects at hand. The main
tasks and duties for each committee are set
out in separate committee charters. The
charters are reviewed, and if deemed
appropriate updated, and approved by the
Board of Directors annually. The members
of the board committees, including the
committee chairman, are appointed by the
Board of Directors among its own mem-
bers.
Audit Committee
The Audit Committee consists of three
members of the Board of Directors, Åsa
Riisberg (committee chairman), Scanes
Bentley, and Susan Cooklin. Its purpose is
to assist the Board of Directors with the
oversight of, among others, the financial
and statutory audit matters, ESG reporting
and internal control and risk management
systems of the Netcompany Group. Further,
the Audit Committee supervises the exter-
nal auditor’s independence and the proce-
dure for the election of an external auditor.
The Audit Committee meets at least four
times a year in connection with
Netcompany’s financial reporting.
55
ANNUAL REPORT 2022At a glance Our business Performance review Financial statementsGovernance