The Board of Directors of Chr. Hansen Holding A/S remains committed to following the Danish Recommendations on Corporate Governance as adopted on June 1, 2013 by Nasdaq Copenhagen in its Rules for Issuers of Shares– and complied with all the recommendations, but the following one in 2017/18:
• Section 3.1.4 – Retirement age for board members: the articles of association do not stipulate a retirement age for members of the board of directors.
For more information, please refer to the Annual Corporate Governance Statement 2017/18 below.
Chr. Hansen is committed to being accountable to all relevant stakeholders. The Company has developed a set of policies and positions aligned with international conventions, treaties and standards. As part of this, Chr. Hansen continues to support the United Nations Global Compact’s ten principles in the areas of human rights, labor, the environment and anticorruption.
KEY DEVELOPMENTS IN 2017/18
A diverse and inclusive culture is instrumental for Chr. Hansen to be able to realize the full potential of the strategy.
The positive trend towards more non-Danes in key positions continued in 2017/18, where the ratio increased by 3%-points to 46%.
The number of women at manager level and in key positions increased in total numbers. As the total workforce also increased, the ratio remains stable at 39% and 22%, respectively. The number of diverse corporate management teams increased from 66% to 78%.
The gender division in the Chr. Hansen Holding A/S Board of Directors remained stable with two out of seven members elected by the shareholders being women. Similar to last year, the Board of Directors has achieved equal gender representation under Danish law. The Board of Directors maintains the target of having at least three women elected by the shareholders by 2022, as well as a strong diversity of skills, experience and nationality.
Chr. Hansen is committed to conducting business with the highest level of integrity to ensure fair, safe and ethical business practices. This year, Chr. Hansen rolled out a new Code of Conduct e-learning module to all employees, covering among other themes: anticorruption and whistleblower. This is an important step towards ensuring compliance across the organization.
In 2017/18, 99% of the invited employees completed the training. In 2017/18, Chr. Hansen also made a significant effort to ensure that all employees were reminded about the Code of Conduct they are expected to observe.
Chr. Hansen encourages employees and external stakeholders, such as suppliers and customers, to raise concerns regarding business integrity. In 2017/18, one case was reported through the whistleblower hotline. The case has been closed as unsubstantiated. Chr. Hansen will continue to communicate about the whistleblower system to ensure that all employees and relevant stakeholders are aware of and familiar with it.
An important focus area during 2017/18 was to ensure that Chr. Hansen established a strong basis for compliance with the new EU General Data Protection Regulation (GDPR). Comprehensive work has been conducted by a cross geographical and cross organizational project team. These efforts will continue, as we consider safe and respectful handing of personal data as an integrated part of our trusted relationship with employees, customers and other business partners.
Annual Board of Directors review
The Chairman of the Board of Directors is responsible for conducting an annual review of the Board’s performance, addressing the effectiveness of the Board, the processes supporting its work, individual members’ contributions and the Chairman’s performance.
In 2017/18, the evaluation was conducted by the individual directors and executives anonymously completing a comprehensive online questionnaire, which was then summarized by an external consultant.
Similar evaluations of their effectiveness have been undertaken by the Audit Committee, the Nomination Committee, the Remuneration Committee and the Scientific Committee. The results of the assessment process were presented to the Board of Directors in September 2018 by the Chairman. The report describes a number of areas in which the Board is both effective and functions very well and gives an overall impression of a high-performing Board of Directors. Almost all areas for improvement that were identified in last year’s assessment have been complied with. This year, too, the assessment identified some minor areas in which improvements will be considered.
The Chairman has held individual meetings with the other directors to review their performance.