Audit Committee

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

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The charter of the Audit Committee
The Audit Committee meets as necessary, but at least four times a year. Subjects dealt with at meetings comprise both fixed items that are reviewed at each meeting and other items identified for discussion.
Members of the Audit Committee
The Audit Committee comprises three members, who are members of the Board of Directors elected at the annual shareholders’ meeting. Two members are considered independent pursuant to the Danish corporate governance recommendations and all members possess the requisite qualifications in accounting. The composition of the Audit Committee also complies with the requirements set out in the EU’s Eighth Directive.
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 considered at the four meetings in 2015

External auditor

  • Nomination for the election of the external auditor and submission to the Board of Directors with recommendation for approval
  • Review of the fee and audit agreement for the external audit and submission to the Board of Directors with recommendation 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

  • Reporting relating to the whistleblower hotline and financial fraud

 Financial reporting

  • Review of interim and year-end financial and sustainability reporting
  • 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 and uncertainties/risks in consultation with the CFO, Vice President Corporate Finance, and the external auditor and reporting to the Board of Directors
  • Discussion and evaluation of the annual report process

Internal controls

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

Miscellaneous

  • Annual review of the charter
  • The Audit Committee’s annual self-assessment
  • Evaluation of the need for an internal audit function and submission of outcome to the Board of Directors with recommendation for approval
  • Review of proposed Treasury Policy changes
  • Review of a fraud risk assessment
  • Review of the overall information security strategy
  • Review of business integrity activities

 

The Audit Committee further conducted an individual meeting with the CEO, CFO, Vice President Corporate Finance, Head of Risk Management & Controls, and General Counsel, and 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.