Corporate Governance
According to NASDAQ OMX Copenhagen A/S listed companies have to state in their annual report how they approach the latest revised recommendations for Corporate Governance in Denmark.
RTX’s Supervisory Board has assessed the individual recommendations and found that RTX observes most of the recommendations. Based on the Company’s size and organization, however, RTX has decided to organize differently than stated in the recommendations in a few areas. The following includes detailed information and arguments on sections where RTX deviates from the recommendations.
Composition of the Supervisory Board
At the moment, RTX’s Supervisory Board consists of four members elected by the Annual General Meeting and two members elected by the employees.
A member elected by the Annual General Meeting is up for election every year, and can be re-elected until and including the year when the member turns 70.
In the revised recommendations for Corporate Governance it is recommended that at least half of the members elected by the Annual General Meeting are independent. RTX complies with these recommendations.
Two of the Supervisory Board’s four members elected by the Annual General Meeting are considered not independent. Jens Hansen, who is employed in the Group, is one of the Company’s original founders and at the same time a large shareholder with a share capital of more than 5% of the shares.
SIA Vigrid Invest, which is closely related to board member Karsten Vandrup, has by request of the Supervisory Board during the financial year 2010/11 performed a specifically minor and temporary task for a smaller business area in Design Services.
The employee representatives are up for election every four years in accordance with current Danish legislation. The next election will take place in 2015. The employee representatives of the Supervisory Board have the same rights, duties and responsibility as the members elected by the Annual General Meeting.
With effect from the financial year 2008/09, RTX has set up an Audit Committee consisting of independent members of the Company’s Supervisory Board. The Audit Committee handles the legislative tasks based on an agreed distribution of work among the Supervisory Board, the Audit Committee and the Executive Board. Peter Thostrup is the chairman of the Committee and Jens Alder is a common member.
The audit committee held seven meetings in 2010/11.
Based on the Group’s size and complexity, the Supervisory Board has decided not to use other fixed committees (5.10.7 and 5.10.8), or systematic published evaluations of the Supervisory Board and Executive Board and of the mutual co-operation (5.11.2) in the Annual report 2010/11.
The published description of the composition of the Supervisory Board does not comprise any information on the members’ special qualifications, if any.
Formal recruiting criteria published on the company’s homepage have not been published (5.1.1). However, the Supervisory Board strives that the Supervisory Board has members with wide international experience meeting the Group’s requirements.
Remuneration to the Supervisory Board and Executive Board
Members of the Company’s Supervisory Board are remunerated with a fixed fee adopted once a year. None of the members of the Supervisory Board elected by the Annual General Meeting have so far participated in incentive programs.
The Executive Board has a common executive service agreement. The remuneration consists of a basic salary, non-monetary contributions and an incentive program (see also notes 6 and 34). Employment and remuneration of the Executive Board do not differ from what is usual for the industry. On dismissal by the Company the Executive Board shall be entitled to a salary in the period of notice and severance pay, totally up to 12 months’ salary.
In its annual report RTX publishes disclosures on the Executive Board’s remuneration and the total remuneration paid to the Supervisory Board.
The Annual General Meeting has approved the general guidelines for incentive programs for the Executive Board in RTX. The guidelines are published at the Company’s website www.rtx.dk.
