The Board of Directors of Chr. Hansen Holding A/S remains committed to good governance practices and to following the Danish Recommendations on Corporate Governance. Further, the Board of Directors regularly reviews Chr. Hansen’s corporate governance framework and policies in relation to the activities of Chr. Hansen. The Company currently complies with all of the recommendations.
For more information, please refer to the Annual Corporate Statement 2019/20 below.
In addition, Chr. Hansen is committed to be accountable to all relevant stakeholders. The Company has developed a number of policies and positions that are aligned with international conventions, treaties and standards. For example, Chr. Hansen continues to support the ten principles of the United Nations Global Compact in the areas of human rights, labor, the environment and anticorruption. More information can be found under Targets and governance.
Chr. Hansen governance structure
The shareholders have ultimate authority over the Company and can exercise their rights by passing resolutions at general meetings, which is the supreme governing body of Chr. Hansen. At annual general meetings, shareholders approve the annual reports, any amendments to the Articles of Association, elect board members and the independent auditor. Resolutions can generally be passed by a simple majority. However, resolutions to amend the Articles of Association require two-thirds of the votes cast and capital represented, unless the Danish Companies Act imposes other adoption requirements.
Chr. Hansen has a two-tier management structure consisting of the Board of Directors and the Executive Board. The two bodies are separate and have no overlapping members. The Executive Board oversees the day-to-day management, while the Board of Directors supervises the work of the Executive Board and is responsible for the overall management and strategic direction.
Board of Directors
Composition, independence and meeting attendance
The Board of Directors has eleven members, seven of whom are elected by the shareholders and four by the employees in Denmark. All shareholder-elected members of the Board of Directors serve for terms of one year and may stand for reelection at each year’s annual general meeting. Currently, all seven board members elected by the shareholders are independent as defined by the Danish Recommendations on Corporate Governance.
In June 2017, the employees in Denmark elected four board members, two men and two women, for a statutory four-year term. The current employee representatives joined the Board of Directors after the annual general meeting held in November 2017. Employee-elected board members are not considered independent as defined in the Danish Recommendations on Corporate Governance.
The Board of Directors held twelve board meetings in 2019/20. For information on meeting attendance please refer to p. 52 of the 2020 Annual Report.
More information on each of the board members can be found under Board of directors.
Annual board evaluation
The Chair of the Board of Directors is overall responsible for conducting an annual evaluation of the Board’s performance. The evaluation includes all members of the Board, the Executive Board and the other members of the Corporate Leadership Team. The evaluation addresses the efficiency of the Board, the board composition and dynamics, the processes supporting its work, the value contributions of individual members, the Chair’s performance and the collaboration with the Executive Board. Further, the process evaluates topics such as agendas and discussions, strategy development and implementation, risk awareness, monitoring and reporting, succession, and potential overboarding of board members. In addition, each member of the Board of Directors is provided with feedback from all other board members, members of the Executive Board and the other members of the Corporate Leadership Team on their individual performance. The evaluation is directed by the Chair and has in recent years been facilitated by an external consultant.
In 2019/20, the Board decided to conduct an internal board evaluation facilitated by the Corporate Secretary, where the Board, the Executive Board and the other members of the Corporate Leadership Team anonymously completed a comprehensive specially-designed online questionnaire, the responses of which were summarized in a report. In addition, the Audit Committee, the Nomination Committee, the Remuneration Committee and the Science & Innovation Committee all conducted informal self-evaluations.
The results of the evaluation presented to the Board of Directors in September 2020 showed a very good and professional performing board and a strong collaboration between the Board and the Executive Board. Overall all the areas for improvement identified in the 2018/19 evaluation had been addressed. The 2019/2020 evaluation resulted in a continued focus on ensuring the competitiveness of the remuneration of the Corporate Leadership Team and securing the succession bench for the Chair, Vice Chair and committee chairs, as well as a focus on strengthening the annual budget review process, the follow-up process in Board approved investment projects, the process of enterprise risk management reporting and making the reporting process on the financial position of the Company more dynamic. The Chair of the Board held individual meetings with each of the other board members to review their performance, and a member of the Nomination Committee held a meeting with the Chair to review the Chair’s performance.
The Board of Directors have established four board committees: an Audit Committee, a Nomination Committee, a Remuneration Committee and a Science & Innovation Committee, in order to prepare decisions and recommendations for evaluation and approval by the Board of Directors.
More information about the board committees can be found under Board committees.
The Executive Board is responsible for the day-to-day management and compliance with the guidelines and recommendations issued by the Board of Directors. The Executive Board is to present, submit and recommend proposals for the Company’s overall strategy and objectives to the Board of Directors.
The Executive Board has three members and is chaired by the Chief Executive Officer (“CEO”). The Executive Board forms part of the Corporate Leadership Team, which currently has six additional members and meets at least once a month apart from in the month of July. The Board of Directors appoints members of the Executive Board, reviews their performance and determines their remuneration based on a recommendation from the Remuneration Committee.
More information on the members of the Executive Board and the Corporate Leadership Team can be found under Executive board and corporate leadership team.