AI assistant
Ambu Governance Information 2023
3353_rns_2023-11-08_8b14d92e-be75-4b39-96a1-8082788c8013.pdf
Governance Information
Open in viewerOpens in your device viewer
Ambu
CORPORATE GOVERNANCE REPORT 2022/23
Ambu A/S, Baltorpbakken 13, DK-2750 Ballerup
Registration no. 63644919
Ambu Corporate Governance Report 2022/23
CORPORATE GOVERNANCE 2022/23
Statutory report on corporate governance for the 2022/23 financial year, cf. section 107 b of the Danish Financial Statements Act (Årsregnskabsloven).
This report constitutes a part of the Management commentary on Ambu A/S's Annual Report for 2022/23, with additions.
This report includes the company's compliance with the 'Recommendations for Corporate Governance', issued by the Danish Committee on Corporate Governance in December 2020, and must be construed in accordance with applicable requirements for listed companies.
Download our other reports
Our statutory reporting for 2022/23 includes three reports: Annual Report, Remuneration Report and Corporate Governance Report.
Annual Report ↓
Remuneration Report ↓
Find out more → Ambu.com
Ambu Corporate Governance Report 2022/23
DANISH RECOMMENDATIONS ON CORPORATE GOVERNANCE
- Interaction with the Company's shareholders, investors and other stakeholders
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 1.1. Communication with the Company's shareholders, investors and other stakeholders | ||
| 1.1.1. The Committee recommends that the Management, through ongoing dialogue and interaction, ensures that shareholders, investors and other stakeholders gain relevant insight into the Company's affairs, and that the Board of Directors obtains the possibility to hear and include their views in its work. | Yes | Ambu's Board of Directors and Executive Management ensure an ongoing dialogue with its shareholders and investors and other stakeholders through its investor relations activities, such as interim reports and other announcements from the Company. As a minimum, quarterly conference calls are held in connection with the release of interim reports and financial statements and via meetings with investors, analysts and the media. Interim reports and other announcements are made available on the Ambu website immediately after publication. The website also contains information used in connection with investor presentations and conference calls. The website, as well as investor presentations, announcements, interim reports and annual reports, are available in English. |
| 1.1.2. The Committee recommends that the Company adopts policies on the Company's relationships with its shareholders, investors and, if relevant, other stakeholders, in order to ensure that the various interests are included in the Company's considerations, and that such policies are made available on the Company's website. | Yes | Ambu is committed to maintaining a constructive dialogue and a high level of transparency when communicating with the Company's shareholders and other stakeholders. |
| Ambu's policy on the relationship with its stakeholders forms an integrated part of the Company's values and of its overall Sustainability Engagement Policy. | ||
| Ambu is also adhering to the Company's Code of Conduct for Business Partners and Quality Policy. | ||
| Ambu has an Investor Relations Policy setting out objectives and strategy regarding communication with our shareholders, investors and other relevant stakeholders. | ||
| The above-mentioned policies are available on Ambu's website. | ||
| 1.1.3. The Committee recommends that the Company publishes quarterly reports. | Yes | To serve the best interests of shareholders and other stakeholders, the Board of Directors has resolved that Ambu publishes quarterly reports. The reports are published through Nasdaq Copenhagen and are also made available on the Company's website. |
Ambu
Corporate Governance Report 2022/23
Recommendation
The Company complies
The Company explains
1.2. The general meeting
1.2.1. The Committee recommends that the Board of Directors organises the Company's general meeting in a manner that allows shareholders who are unable to attend the meeting in person, or are represented by proxy at the general meeting, to vote and raise questions to the Management prior to, or at, the general meeting. The Committee recommends that the Board of Directors ensures that shareholders can observe the general meeting via webcast or other digital transmission.
1.2.2. The Committee recommends that proxies and postal votes to be used at the general meeting enable the shareholders to consider each individual item on the agenda.
1.3. Takeover bids
1.3.1. The Committee recommends that the Company has a procedure in place in the event of takeover bids, containing a "road map" covering matters for the Board of Directors to consider in the event of a takeover bid, or if the Board of Directors obtains reasonable grounds to suspect that a takeover bid may be submitted. In addition, it is recommended that it appears from the procedure that the Board of Directors abstains from countering any takeover bids by taking actions that seek to prevent the shareholders from deciding on the takeover bid, without the approval of the general meeting.
1.4. Corporate Social Responsibility
1.4.1. The Committee recommends that the Board of Directors adopts a policy for the Company's corporate social responsibility, including social responsibility and sustainability, and that the policy is available in the Management commentary and/or on the Company's website. The Committee recommends that the Board of Directors ensures compliance with the policy.
1.4.2. The Committee recommends that the Board of Directors adopts a tax policy to be made available on the Company's website.
| 1.2.1. The Committee recommends that the Board of Directors organises the Company's general meeting in a manner that allows shareholders who are unable to attend the meeting in person, or are represented by proxy at the general meeting, to vote and raise questions to the Management prior to, or at, the general meeting. The Committee recommends that the Board of Directors ensures that shareholders can observe the general meeting via webcast or other digital transmission. | Yes | Ambu's Annual General Meeting constitutes the actual forum for communication and discussion, as well as the forum where the shareholders voice their opinions and can make decisions. The Board of Directors and the Executive Management encourage shareholders to participate actively at Annual General Meetings. Ambu publishes the date of the Annual General Meeting in the financial calendar. All shareholders receive a notice convening the Annual General Meetings electronically, if they have signed up for this by providing their e-mail address to Ambu. During the notice period for the Annual General Meetings, a proxy and postal voting form, in both Danish and English, is made available on Ambu's website and at the investor portal. In 2022, the Annual General Meeting was held at Ambu A/S' headquarters in Ballerup. Shareholders were also able to attend via webcast. |
|---|---|---|
| 1.2.2. The Committee recommends that proxies and postal votes to be used at the general meeting enable the shareholders to consider each individual item on the agenda. | Yes | Proxies and vote forms to be used at the Annual General Meeting allow shareholders to consider each individual item on the agenda. |
| 1.3. Takeover bids 1.3.1. The Committee recommends that the Company has a procedure in place in the event of takeover bids, containing a "road map" covering matters for the Board of Directors to consider in the event of a takeover bid, or if the Board of Directors obtains reasonable grounds to suspect that a takeover bid may be submitted. In addition, it is recommended that it appears from the procedure that the Board of Directors abstains from countering any takeover bids by taking actions that seek to prevent the shareholders from deciding on the takeover bid, without the approval of the general meeting. | Yes | Ambu has prepared takeover procedures in the event of takeover bids, covering the period from when the Board of Directors has reason to believe that a takeover bid will be made. According to the takeover procedures, the Board of Directors should not, without the acceptance of the Annual General Meeting, attempt to counter a takeover bid by making decisions, which in reality prevent the shareholders from deciding on the takeover bid themselves. |
| 1.4. Corporate Social Responsibility 1.4.1. The Committee recommends that the Board of Directors adopts a policy for the Company's corporate social responsibility, including social responsibility and sustainability, and that the policy is available in the Management commentary and/or on the Company's website. The Committee recommends that the Board of Directors ensures compliance with the policy. | Yes | Ambu's commitment to social responsibility and sustainability is included in the Company's Sustainability Engagement Policy. The policy is available on the Company's website. Compliance is ensured through the implementation of various related policies and procedures, including, for example, the Human and Labour Rights Policy and the Anti-Corruption Policy, and through various compliance programs, including the Responsible Supplier Program, as well as through continuous communication about these policies and training of relevant employees. |
| 1.4.2. The Committee recommends that the Board of Directors adopt a tax policy to be made available on the Company's website. | Yes | Ambu has a tax policy approved by the Board of Directors, available on the Company's website. |
Ambu Corporate Governance Report 2022/23
2. The duties and responsibilities of the board of directors
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 2.1. Overall tasks and responsibilities | ||
| 2.1.1. The Committee recommends that the Board of Directors in support of the Company's statutory objects, according to its articles of association and the long-term value creation, considers the Company's purpose and ensures and promotes a good culture and sound values in the Company. The Company should provide an account thereof in the Management commentary and/or on the Company's website. | Yes | In support of the Company's statutory objects, according to its articles of association and the long-term value creation, the Board of Directors considers on an ongoing basis, the Company's purpose, strategy, value, and culture to ensure that these are sound and in line with the principles on which the Company was founded. |
| The Company provides an account of its purpose, values, strategy and culture in the Annual Report as well as on its website, | ||
| 2.1.2. The Committee recommends that the Board of Directors, at least once a year, discusses and, on a regular basis, follows up on the Company's overall strategic targets, in order to ensure the value creation in the Company. | Yes | Each year the Board of Directors reviews the overall strategy of Ambu at a two-day Board strategy seminar. |
| In addition, the Board of Directors regularly discusses strategic matters at board meetings and reviews performance up against the overall strategy, which is also reported on externally in connection with the quarterly financial reports and the Annual Report. | ||
| 2.1.3. The Committee recommends that the Board of Directors, on a continuous basis, takes steps to examine whether the Company's share and capital structure supports the strategy and the long-term value creation in the interest of the Company as well as the shareholders. The Committee recommends that the Company gives an account thereof in the Management commentary. | Yes | The Board of Directors considers, on an ongoing basis, whether the capital and share capital structure supports the overall Company strategy and long-term value creation, in the interest of Company as well as the shareholders. |
| The Board of Directors' assessment thereof appears in the Annual Report. | ||
| 2.1.4. The Committee recommends that the Board of Directors prepares and, on an annual basis, reviews guidelines for the Executive Management, including requirements in respect of the reporting to the Board of Directors. | Yes | The rules of procedure of the Board of Directors lay down the overall framework for the work of the Board related to the financial and managerial control of the Company. |
| The Board of Directors ensures that the necessary policies are available and that they are continuously updated - moreover, that the Company's risk management and internal controls are assessed on an ongoing basis. | ||
| The Board of Directors has also established guidelines for the Executive Management reporting to the Board. | ||
| The establishment and description of the areas of responsibility of the Executive Management, including the requirements for the Executive Management's reporting to the Board of Directors, as well as the communication between the two governing bodies, are included in the rules of procedure of the Board of Directors. |
Ambu Corporate Governance Report 2022/23
Recommendation
The Company complies
The Company explains
2.2. Members of the Board of Directors
| 2.2.1. The Committee recommends that the Board of Directors, in addition to a chairperson, appoints a vice chairperson, who can step in if the chairperson is absent, and who can generally act as the chairperson's close sparring partner. | Yes | Both the Chair as well as the Vice Chair of the Board of Directors are elected by the Annual General Assembly.
The role of the Vice Chair complies with the recommendations and with the provisions set out in the Company's Articles of Association and the rules of procedure of the Board of Directors. The Chair Committee holds a total of 7-8 meetings a year.
A work and task list for the Chair and Vice Chair forms part of the rules of procedure of the Board of Directors, which is reviewed once a year, pursuant to the Board of Directors' annual wheel. |
| --- | --- | --- |
| 2.2.2. The Committee recommends that the chairperson, in cooperation with the individual members of the Board of Directors, ensures that the members update and supplement their knowledge of relevant matters, and that the members' special knowledge and qualifications are applied in the best possible manner. | Yes | As part of the annual Board evaluation, the Chair meets with each Board member to discuss their performance, including a review of the knowledge and the qualifications in order to ensure the members' special knowledge/qualifications are applied in the best possible manner. |
| 2.2.3. The Committee recommends that if the Board of Directors, in exceptional cases, requests a member of the Board of Directors to take on special duties for the Company, for instance, for a short period to take part in the daily management of the Company, the Board of Directors should approve this in order to ensure that the Board of Directors maintains its independent overall management and control function. It is recommended that the Company publishes any decision on allowing a member of the Board of Directors to take part in the daily management, including the expected duration thereof. | Yes | No member of the Board of Directors participates in the day-to-day management of the Company and does not carry out other tasks for the Company than handling the task as Board members. There were no exceptions to this in the fiscal year 2022/23. |
Ambu Corporate Governance Report 2022/23
3. The composition, organisation and evaluation of the board of directors
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 3.1. Composition | ||
| 3.1.1. The Committee recommends that the Board of Directors, on an annual basis, reviews and in the Management commentary and/or on the Company's website states | ||
| • which qualifications the Board of Directors should possess, collectively and individually, in order to perform its duties in the best possible manner, and | ||
| • the composition of and diversity on the Board of Directors. | Yes | The Board of Directors, on an annual basis, reviews the qualifications, composition and diversity of the Board of Directors. |
| A description of qualifications which the Board of Directors should possess in order to perform its duties in the best possible manner is available in the Company's Annual Report | ||
| A description of the composition of the Board of Directors, including diversity and any other executive tasks of each Board member, are included in the Company's Annual Report. | ||
| 3.1.2. The Committee recommends that the Board of Directors, on an annual basis, discusses the Company's activities, in order to ensure relevant diversity at the different management levels of the Company, and adopts a diversity policy, which is included in the Management commentary and/or available on the Company's website. | Yes | The Board of Directors has ongoing discussions on activities that ensure diversity at all management levels. |
| The Company's Global Inclusion and Diversity Policy is available on the Company's website. | ||
| 3.1.3. The committee recommends that candidates for the Board of Directors are recruited based on a thorough process approved by the Board of Directors. The Committee recommends that in assessing candidates for the Board of Directors - in addition to individual competencies and qualifications - the need for continuity, renewal and diversity is also considered. | Yes | In connection with the nomination of new Board members, a careful assessment is made of the necessary knowledge and professional experience of the potential board members in order to ensure the necessary competences of the Board of Directors. At the same time, the Board of Directors aims to ensure that its members supplement each other in the best possible way in terms of age, background, gender, international experience etc., thereby being able to provide a competent and versatile contribution to the work of Ambu's Board of Directors. |
| 3.1.4. The Committee recommends that the notice convening general meetings, where election of members to the Board of Directors is on the agenda - in addition to the statutory items - also includes a description of the proposed candidates' qualifications, | ||
| • other managerial duties in commercial undertakings, including board committees, | ||
| • demanding organisational assignments and | ||
| • independence. | Yes | The recommended information is provided in the notice convening the Annual General Meetings. |
| Ambu lists in its Annual Report and on its website whether each Board member is considered independent. | ||
| 3.1.5. The Committee recommends that members to the Board of Directors elected by the general meeting stand for election every year at the annual general meeting, and that the members are nominated and elected individually. | Yes | Members of the Board of Directors elected by the Annual General Meeting are up for election every year, and are elected individually. |
Arndt
Corporate Governance Report 2022/23
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 3.2. The Board of Director's independence | ||
| 3.2.1. The Committee recommends that at least half of the members of the Board of Directors elected in general meeting are independent, in order for the Board of Directors to be able to act independently avoiding conflicts of interests. |
In order to be independent, the member in question may not:
• be, or within the past five years have been, a member of the Executive Management or an executive employee in the Company, a subsidiary or a group Company,
• within the past five years have received large emoluments from the Company/group, a subsidiary or a group Company in another capacity than as member of the Board of Directors,
• represent or be associated with a controlling shareholder,
• within the past year have had a business relationship (e.g., personally or indirectly as a partner or an employee, shareholder, customer, supplier or member of a governing body in companies with similar relations) with the Company, a subsidiary or a group Company, which is significant for the Company and/or the business relationship,
• be, or within the past three years have been, employed with or a partner in the same Company as the Company's auditor elected in general meeting,
• be a CEO in a Company with cross-memberships in the Company's management,
• have been a member of the Board of Directors for more than twelve years, or
• be closely related to persons, who are not independent, cf. the above-stated criteria.
Even if a member of the Board of Directors does not fall within the above-stated criteria, the Board of Directors may for other reasons decide that the member in question is not independent. | Yes | Currently, all members of the Board of Directors elected by the Annual General Meeting are considered independent persons according to the recommendations of corporate governance. |
| 3.2.2. The Committee recommends that members of the Executive Management are not members of the Board of Directors, and that members retiring from the Executive Management do not join the Board of Directors immediately thereafter. | Yes | None of the members of the Executive Management are members of the Board of Directors, and none of the members of the Board of Directors are, nor have been, a part of the Executive Management. |
Ambu Corporate Governance Report 2022/23
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 3.3. Members of the Board of Directors and the number of other managerial duties | ||
| 3.3.1. The Committee recommends that the Board of Directors and each of the members on the Board of Directors, in connection with the annual evaluation, cf. recommendation 3.5.1., assesses how much time is required to perform the board duties. The aim is for the individual member of the Board of Directors not to take on more managerial duties than the board member in question is able to perform in a satisfactory manner. | Yes | As part of the annual Board evaluation, the Board of Directors, the Nomination Committee and each individual member assess the time required to perform the Board duties. |
| 3.3.2. The Committee recommends that the Management commentary, in addition to the statutory requirements, contains the following information on the individual members of the Board of Directors: • position, age and gender, • competencies and qualifications relevant to the Company, • independence, • year of joining the Board of Directors, • year of expiry of the current election period, • participation in meetings of the Board of Directors and committee meetings, • managerial duties in other commercial undertakings, including board committees, and demanding organisational assignments, and • the number of shares, options, warrants, etc., that the member holds in the Company and its group companies, and any changes in such holdings during the financial year. | Yes | The Management review contains information about the Board members' position, age, gender, independence, participation in meetings, other executive functions in other Danish and foreign companies and their position. The Management's review also comprises information on demanding organisational tasks. Ambu's Annual Report states when the individual member of the Board of Directors joined the Board. The election period is one year. Information on the Board of Directors' shareholdings, options, etc., is also provided. |
| 3.4. Board committees | ||
| 3.4.1. The Committee recommends that the Management describes in the management commentary: • the board committees' most significant activities and number of meetings in the past year, and • the members on the individual board committees, including the chairperson and the independence of the members of the committee in question | Yes | Ambu's Board of Directors has established an Audit Committee, a Nomination Committee, a Remuneration Committee and an Innovation Committee. Each Committee's most important activities and number of meetings during the year, as well as members, positions and independence, are described in the Management review in the Annual Report. In addition, it is recommended that the board committees' terms of reference are published on the Company's website. |
| 3.4.2. The Committee recommends that board committees solely consist of members of the Board of Directors and that the majority of the members of the board committees are independent. | Yes | Board committees consist solely of members of the Board of Directors, and all members of the Board committees are considered to be independent. |
Ambu Corporate Governance Report 2022/23
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 3.4.3. The Committee recommends that the Board of Directors establishes an audit committee and appoints a chairperson of the audit committee, who is not the chairperson of the Board of Directors. The Committee recommends that the audit committee, in addition to its statutory duties, assists the Board of Directors in: | ||
| • supervising the correctness of the published financial information, including accounting practices in significant areas, significant accounting estimates and related party transactions, | ||
| • reviewing internal control and risk areas, in order to ensure management of significant risks, including in relation to the announced financial outlook, | ||
| • assessing the need for internal audit, | ||
| • performing the evaluation of the auditor elected by the general meeting, | ||
| • reviewing the auditor fee for the auditor elected by the general meeting, | ||
| • supervising the scope of the non-audit services performed by the auditor elected by the general meeting, and | ||
| • ensuring regular interaction between the auditor elected by the general meeting and the Board of Directors, for instance, that the Board of Directors and the audit committee at least once a year meet with the auditor without the executive management being present. |
If the Board of Directors, based on a recommendation from the audit committee, decides to set up an internal audit function, the audit committee must:
• prepare terms of reference and recommendations on the nomination, employment and dismissal of the head of the internal audit function and on the budget for the department,
• ensure that the internal audit function has sufficient resources and competencies to perform its role, and
• supervise the Executive Management’s follow-up on the conclusions and recommendations of the internal audit function. | Yes | The Board of Directors has established an Audit Committee. The Chair of the Audit Committee is not the Chair of the Board.
The duties and responsibilities of the Audit Committee are described in the charter of the Audit Committee, which has been approved by the Board. The charter can be found on Ambu’s website.
The Audit Committee has assessed that there is currently no need for an actual internal audit, since the internal control function is effectively being performed by the finance organisation. The Audit Committee assesses on an ongoing basis whether there is a need for an internal audit function.
On the basis of a recommendation from the Audit Committee, the Board of Directors decides once every year whether an internal audit function is required. |
Ambu Corporate Governance Report 2022/23
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 3.4.4. The Committee recommends that the Board of Directors establishes a nomination committee to perform at least the following preparatory tasks: | ||
| • describing the required qualifications for a given member of the Board of Directors and the executive management, the estimated time required for performing the duties of this member of the Board of Directors and the competencies, knowledge and experience that is or should be represented in the two management bodies, | ||
| • on an annual basis evaluating the Board of Directors and the executive management's structure, size, composition and results and preparing recommendations for the Board of Directors for any changes, | ||
| • in cooperation with the chairperson handling the annual evaluation of the Board of Directors and assessing the individual management members' competencies, knowledge, experience and succession as well as reporting on it to the Board of Directors, | ||
| • handling the recruitment of new members to the Board of Directors and the executive management and nominating candidates for the Board of Directors' approval, | ||
| • ensuring that a succession plan for the executive management is in place, | ||
| • supervising executive managements' policy for the engagement of executive employees, and | ||
| • supervising the preparation of a diversity policy for the Board of Directors' approval. | Yes | The Board of Directors has established a Nomination Committee. The duties and responsibilities of the Nomination Committee are described in the charter of the Nomination Committee, which has been approved by the Board. The charter can be found on Ambu's website. |
| 3.4.5. The Committee recommends that the Board of Directors establishes a remuneration committee to perform at least the following preparatory tasks: | ||
| • preparing a draft remuneration policy for the Board of Directors' approval prior to the presentation at the general meeting, | ||
| • providing a proposal to the Board of Directors on the remuneration of the members of the executive management, | ||
| • providing a proposal to the Board of Directors on the remuneration of the Board of Directors prior to the presentation at the general meeting, | ||
| • ensuring that the management's actual remuneration complies with the Company's remuneration policy and the evaluation of the individual member's performance, and | ||
| • assisting in the preparation of the annual remuneration report for the Board of Directors' approval prior to the presentation for the general meeting's advisory vote. | Yes | The Board of Directors has established a Remuneration Committee and has approved a charter for the Remuneration Committee, setting out its responsibilities and tasks in accordance with this recommendation. |
The duties and responsibilities of the Remuneration Committee are described in the charter of the Remuneration Committee, which has been approved by the Board. The charter can be found on Ambu's website.
The Remuneration Committee assists with the preparation of the Remuneration Report. |
Ambu
Corporate Governance Report 2022/23
Recommendation
The Company complies
The Company explains
3.5. Evaluation of the Board of Directors and the executive management
| 3.5.1. The Committee recommends that the Board of Directors once a year evaluates the Board of Directors and at least every three years engages external assistance in the evaluation. | Yes | The Board of Directors has established an evaluation procedure where contributions and results of the Board of Directors and the individual members are evaluated every year. The evaluation is at least every three years conducted with assistance from an external consultant, most recently in 2023. |
|---|---|---|
| The Committee recommends that the evaluation focuses on the recommendations on the Board of Directors' work, efficiency, composition and organisation, cf. recommendations 3.1.-3.4. above, and that the evaluation as a minimum always includes the following topics: • the composition of the Board of Directors with focus on competencies and diversity • the Board of Directors and the individual member's contribution and results, • the cooperation on the Board of Directors and between the Board of Directors and the executive management, • the chairperson's leadership of the Board of Directors, • the committee structure and the work in the committees, • the organisation of the work of the Board of Directors and the quality of the material provided to the Board of Directors, and • the board members' preparation for and active participation in the meetings of the Board of Directors. | The Chair is in charge of the ongoing evaluation and discusses the outcome with the Board of Directors. In connection with the preparation for the general meeting, it is considered whether the number of members is appropriate in relation to the requirements of the Company to ensure a constructive debate and effective decision-making process in which all members are given the opportunity to participate actively. Once a year, the Board of Directors assesses whether the size and composition of the Board of Directors provides a constructive debate and effective decision-making process. The Chair of the Board accounts for the evaluation at the Annual General Meeting. | |
| 3.5.2. The Committee recommends that the entire Board of Directors discusses the result of the evaluation of the Board of Directors and that the procedure for the evaluation and the general conclusions of the evaluation are described in the management commentary, on the Company's website and at the Company's general meeting. | Yes | The 2022/23 Board evaluation process is described in the Management Review section of the Annual Report, on Ambu's website and by the Chair of the Board at the Annual General Meeting. |
| 3.5.3. The Committee recommends that the Board of Directors, at least once a year, evaluates the work and results of the Executive Management according to pre-established criteria, and that the chairperson reviews the evaluation together with the Executive Management. In addition, the Board of Directors should, on a continuous basis, assess the need for changes in the structure and composition of the Executive Management, including in respect of diversity, succession planning and risks, in light of the Company's strategy. | Yes | The Board of Directors regularly evaluates the work and results of the Executive Management, and on a continuous basis, assesses the need for changes in the structure and composition of the Executive Management, including in respect of diversity, succession planning and risks in relation to Ambu's overall strategy. The Chair of the Board of Directors is in charge of the ongoing evaluation, and discusses the outcome of the evaluation with the Board of Directors. |
Ambu Corporate Governance Report 2022/23
4. Remuneration of management
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 4.1. Remuneration of the Board of Directors and the executive management | ||
| 4.1.1. The Committee recommends that the remuneration for the Board of Directors and the executive management and the other terms of employment/service is considered competitive and consistent with the Company's long-term shareholder interests. | Yes | The remuneration of the Board of Directors and the Executive Management, and the other terms of employment, are considered competitive and consistent with the Company's long-term shareholder interests. |
| 4.1.2. The Committee recommends that share-based incentive schemes are revolving, i.e. that they are periodically granted, and that they primarily consist of long-term schemes with a vesting or maturity period of at least three years. | Yes | Each year, the Board of Directors establishes a long-term incentive program (LTIP) for the Executive Management. The LTIP established for 2022/23 is based on the achievement of predefined performance targets and has a vesting period of three years. Reference is made to Ambu's Remuneration Report. |
| 4.1.3. The Committee recommends that the variable part of the remuneration has a cap at the time of grant, and that there is transparency in respect of the potential value at the time of exercise under pessimistic, expected and optimistic scenarios. | Yes | The variable remuneration of the Executive Management is capped at a given amount at the time of grant. The Board of Directors reviews the potential value of the short-term incentive and the long-term incentive at the time of exercise, under pessimistic (below target), expected (on target) and optimistic (above target) scenarios. |
| 4.1.4. The Committee recommends that the overall value of the remuneration for the notice period, including severance payment, in connection with a member of the executive management's departure, does not exceed two years' remuneration including all remuneration elements. | Yes | All agreed termination payments amount to less than the value of two years' remuneration. |
| 4.1.5. The Committee recommends that members of the Board of Directors are not remunerated with share options and warrants. | Yes | As described in the Remuneration Policy, the remuneration of the Board of Directors does not consist of share option schemes or other incentive schemes. |
| 4.1.6. The Committee recommends that the Company has the option to reclaim, in whole or in part, variable remuneration from the Board of Directors and the executive management if the remuneration granted, earned or paid was based on information, which subsequently proves to be incorrect, or if the recipient acted in bad faith in respect of other matters, which implied payment of a too large variable remuneration. | Yes | In accordance with this recommendation, Ambu has the right to reclaim, in whole or in part, variable remuneration that were paid on the basis of information that prove to be incorrect or if the recipient acted in bad faith in respect, of other matters, which implied payment of a too large variable remuneration. |
Ambu Corporate Governance Report 2022/23
5. Risk management
| Recommendation | The Company complies | The Company explains |
|---|---|---|
| 5.1. Identification of risks and openness in respect of additional information | ||
| 5.1.1. The Committee recommends that the Board of Directors based on the Company's strategy and business model considers, for instance, the most significant strategic, business, accounting and liquidity risks. The Company should in the management commentary give an account of these risks and the Company's risk management. | Yes | The Board of Directors considers and accounts for such risks in the Management commentary in the Annual Report. |
| At least once a year, the Executive Management presents to the Board of Directors the most important strategic- and business-related risks. | ||
| Each year, a risk map is prepared, in which the most important business risks are identified and prioritised. | ||
| 5.1.2. The Committee recommends that the Board of Directors establishes a whistleblower scheme, giving the employees and other stakeholders the opportunity to report serious violations or suspicion thereof in an expedient and confidential manner, and that a procedure is in place for handling such whistleblower cases. | Yes | The Board of Directors has established a whistleblowing scheme. |
| Ambu encourages employees and external persons to report suspected or actual violations of laws, Ambu's Code of Conduct or internal rules, or other serious violation of local policies, to the Whistleblower Hotline. The hotline platform is run by an external provider to ensure confidentiality and anonymity. In addition, a procedure is in place for handling the reports under the whistleblower scheme. |
Design and production. Noted
Ambu A/S
Baltorpbakken 13
DK-2750 Ballerup
Denmark
[email protected]
Registration No.: 63644919