Corporate governance

NORDEN’s Management

NORDEN’s vision, mission and values are the cornerstone of the Company’s management. The management focus is long term, and the goal is to ensure that the Company is continuously developing and achieving a high performance within the risk framework set out by the Board of Directors.

The Company has a two-tier management structure consisting of a Board of Directors and a Board of Management. There is no overlap of the members of the two boards.

Board of Directors

The Board of Directors determines strategies, action plans, goals and budgets and sets out the financial and market risk management framework. The Board of Directors is also responsible for appointing the Board of Management and set out its terms and tasks.

Five to six members of the Board are elected by the shareholders and three are elected by the employees. All board members elected by the shareholders are independent of NORDEN. They have never been employed by the Company and hold no interests in the Company other than their interests as shareholders or representatives of major shareholders.

The seniority of the board members is high, and although the Board has managed NORDEN during recent years’ marked growth, it was also at the helm of the Company during times of more difficult economic climates and tougher market conditions. The experience and network of the Board of Directors constitute an important asset in the management of an increasingly large and complex business.

Since 2006, the Board of Directors has carried out annual, systematic self-assessments aimed at continuously improving the work of the Board and its interaction with the Board of Management. The Board of Directors has also set up a remuneration committee to set out a framework for the Company’s remuneration and bonus payments. The Board of Directors is also planning to set up an audit committee in 2008.

The Board of Directors holds seven ordinary meetings each year, including two strategy meetings. In 2007, the Board of Directors held nine meetings, went for one visit to Singapore and had several telephone meetings. A fixed annual calendar ensures that all relevant issues are taken up and discussed during the year.

Board of Management

The Board of Management consists of the CEO and the CFO and is responsible for the day-to-day management of the Company in collaboration with the Company’s other management structures. The tasks of the Board of Management include the Company’s organisation and development, the preparation and implementation of the strategy and internal and external reporting and follow-up. The Chairman of the Board of Directors and the rest of the Board regularly evaluate the Board of Management’s work.

Copenhagen Stock Exchange recommendations on corporate governance

The Copenhagen Stock Exchange has adopted a set of corporate governance recommendations. NORDEN complies with the vast majority of the recommendations, but has chosen a different practice in a few areas.

NORDEN does not, as proposed in the recommendations, have a ceiling on the number of directorships a Board member may hold. NORDEN believes that the most important factor is the individual board member’s capacity, competences and contribution to the Company’s management.
The recommendations propose that board members should be up for re-election every year, and that the Board should in this connection make efforts to ensure the balance between replacement and continuity, particularly as regards the chairman and deputy chairman. In NORDEN, two of the five board members elected at the general meeting are up for re-election every year, and this model was chosen to ensure continuity.
The recommendations propose that the remuneration of individual members of management should be disclosed. NORDEN believes that what is important is that shareholders are able to consider the total remuneration of the Management and the development thereof.

A systematic examination of NORDEN’s corporate governance practice as compared with the Copenhagen Stock Exchange recommendations is shown in the Corporate Governance section at www.ds-norden.com

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