Audit Committee

The Audit Committee assists the Board of Directors in monitoring aspects relating to accounting, auditing, internal control and financial reporting.

The Audit Committee assists the Board of Directors in monitoring aspects relating to accounting, auditing, internal control and financial reporting. The Audit Committee meets as necessary, but at least four times a year. There were four meetings in 2016. Subjects dealt with at meetings comprise both fixed topics that are reviewed at each meeting and other items identified for discussion.

The Charter of the Audit Committee can be found here.

Members of the Audit Committee

The Audit Committee comprises of three members, who are members of the Board of Director. Two members are considered independent under Danish law and pursuant to the Danish corporate governance recommendations. All members possess the requisite qualifications in accounting and the Audit Committee possesses relevant competences within the business sector.

The following members have been elected to the Audit Committee by the Board of Directors:

  • Lars Green* (chairman)
  • Jørgen Buhl Rasmussen
  • Agnete Raaschou-Nielsen

Subjects covered in 2016

External auditor

  • Nomination for the election of the external auditor and submission to the Board of Directors for approval
  • Review of the fee and audit agreement for the external audit and submission to the Board of Directors for approval
  • Review and discussion of the external auditor’s Long Form Report and Management Letters
  • Evaluation of the external auditor's independence and performance

Procedures for handling complaints

  • Review of reporting relating to the whistleblower hotline and financial fraud as well as incidents regarding IT and physical security

Financial reporting

  • Review of interim and year-end financial and sustainability reporting
  • Quarterly review of material financial and sustainability reporting issues, changes in accounting legislation and implementation of these, accounting policies, critical accounting estimates/judgments, related party transactions, uncertainties/risks and the reporting to the Board of Directors in consultation with the CFO, Vice President Corporate Finance & Analytics, and the external auditor.
  • Discussion and evaluation of the annual report process

Internal controls

  • Review of the internal control system for the financial and sustainability reporting process

Miscellaneous

  • Annual review of the charter
  • Annual self-assessment
  • Evaluation of the need for an internal audit function and submission of outcome to the Board of Directors for approval
  • Review of proposed Treasury Policy changes
  • Review of a fraud risk assessment
  • Review of business integrity activities
  • Review of compliance activities
  • Monitoring of the implementation of the EU audit reform
  • Review of tax policy and compliance
  • Review of the Finance organization
  • Review of the sales forecasting process

The Audit Committee further conducted individual meetings with the CEO, CFO, Vice President Corporate Finance & Analytics, Head of Risk Management & Controls, and General Counsel, plus quarterly individual meetings with the external auditors.

* The Audit Committee member is not regarded as independent in the sense of the definition in the Danish Recommendations on Corporate Governance that apply to Danish listed companies.