MA NAGEMENT REPORT - GOV ERN AN CE
CORPORATE GOVERNANCE Asetek’s management model and organization are adapted continuously to ensure the Company is equipped to effectively manage all obligations to shareholders, customers, employees, authorities and other stakeholders. In this process, Asetek uses the corporate governance recommendations from NASDAQ Copenhagen as an important source of inspiration. The recommendations can
Dialogue between the Company and its shareholders.
the CEO and defining his or her work instructions as well
The Board members also regularly receive operations re-
The communication between Asetek and shareholders
as setting of his or her compensation. The Board period-
ports and participate in strategy reviews. The Company's
primarily takes place at the Company’s Annual General
ically reviews the Company’s policies and procedures to
business plan, strategy and risks are regularly reviewed
Meeting and via company announcements. Asetek share-
ensure that the Group is managed in accordance with
and evaluated by the Board. The Board Members are free
holders are encouraged to subscribe to the e-mail service
good corporate governance principles, upholding high
to consult the Company's senior executives as needed.
to receive company announcements, interim manage-
ethics.
ment statements, interim reports and annual reports as well as other news via e-mail.
be found at http://www.nasdaqomx.com/listing/europe/
The general meeting. The General Meeting has the final
surveillance/copenhagen/corporategovernance
authority over the Company. The Board of Directors emphasize that shareholders are given detailed information
The Board of Directors is fundamentally in full agreement with Danish Committee on Corporate Governance recommendations for good company governance. Asetek
and an adequate basis for the decisions to be made by the General Meeting.
Ordinarily, the Chairman of the Board proposes the agen-
Financial reporting. The Board of Directors receives
da for each Board meeting. Besides the Board Members,
regular financial reports on the Company's business and
Board meetings are attended by the Executive Board.
financial status.
Other participants are summoned as needed. The Board
Notification of meetings and discussion of items. The
approves decisions of particular importance to the
Board schedules regular meetings each year. Ordinarily,
Company including the strategies and strategic plans, the
the Board meets eight to ten times a year, of which four
approval of significant investments, and the approval of
are quarterly update teleconferences. The meetings
business acquisitions and disposals.
endeavors to follow the relevant recommendations for
The General Meeting elects the Board of Directors, which
are typically conducted at either the facility in Aalborg,
the Company, which support the business and ensure val-
currently consists of four members. The board members
Denmark or via telephone. Additional meetings may be
ue for the Company’s stakeholders. The statutory report
are elected for one year at a time with the option for
convened on an ad hoc basis.
on Corporate Governance, cf. section 107b of the Danish
re-election.
Financial Statements Act, is available on the Company’s website: https://ir.asetek.com/Corporate-Governance-Statement-2021 Danish Recommendation for Corporate Governance 2021 2020 Complies with recommendations
38
45
Partially complies with recommendations
N/A
1
Does not comply with recommendations
2
1
17
Conflicts of interest. In a situation involving a member of the Board personally, this member will exclude him or herself from the discussions and voting on the issue.
Board of Directors meetings:
Amendment of Articles of Association. Unless otherwise required by the Danish Companies Act, resolutions
Meetings held during the year
to amend the Articles of Association must be approved by
Participation:
at least 2/3 of the votes cast as well as at least 2/3 of the
Jukka Pertola (chair)
100%
voting share capital represented at the General Meeting.
Erik Damsgaard (vice chair)
100%
Jørgen Smidt
100%
Maria Hjorth
100%
Chris Christopher - left Board on April 22, 2021
100%
Board responsibilities. The Board of Directors’ main tasks include participating in developing and adopting the Company's strategy, performing the relevant control functions and serving as an advisory body for the executive management. The Board reviews and adopts the Company's plans and budgets. Items of major strategic or financial importance for the Company are items pro-
6
All Board members receive regular information about the Company's operational and financial progress in advance of the scheduled Board meetings.
cessed by the Board. The Board is responsible for hiring P E R FO R M AN C E - P R E C IS IO N - PAS S IO N
