Corporate governance

The Board of Directors of Chr. Hansen Holding A/S remains committed to good governance practices and has the ambition to comply with 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 2021/22 below.

Chr. Hansen governance structure

Shareholders

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.

Management

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 ten members, six 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 board members elected by the shareholders are independent as defined by the Danish Recommendations on Corporate Governance.

In June 2021, the employees in Denmark elected four board members, two men and two women, for a statutory four-year term. The two newly elected employee representatives and the two re-elected employee representatives joined the Board of Directors following the annual general meeting held on November 24, 2021. Employee-elected board members are not considered independent as defined by the Danish Recommendations on Corporate Governance.

The Board of Directors held seven board meetings in 2021/22. For information on meeting attendance please refer to p. 67 of the Annual report 2021/22.

More information on each of the board members can be found under Board of Directors.

Annual board evaluation
The 2021/22 Board evaluation process was led by an external consultant in collaboration with the Chair of the Board of Directors and the Nomination Committee. The evaluation included all members of the Board and the Executive Board. The evaluation addressed topics such as the overall effectiveness of the Board, the individual member’s contribution and results, the composition and dynamics of the Board with focus on competencies and diversity, the processes supporting its work, the work and value contributions of the Board committees, the Chair’s performance and the cooperation on the Board and between the Board and the Executive Board. Furthermore, the process evaluated topics such as strategy development and execution, enterprise risk management and compliance, Board and management succession planning, and potential overboarding of Board members.

The process consisted of (i) pre-briefing meetings between the external consultant and the Chair of the Board, the Vice Chair of the Board, and the CEO, individually, (ii) briefing and context meetings between the external consultant and members of the Corporate Leadership Team, iii) in-depth interviews conducted by the external consultant with each Board and Executive Board member based on an interview guideline agreed with the Chair of the Board and the Nomination Committee, iv) a presentation by the external consultant to the Board of Directors in September 2022 on the outcome of the evaluation and discussion hereof, and (v) one-on-one meetings between the Chair of the Board and each of the Board members, where feedback on individual performance was discussed. Finally, all Board committees conducted informal self-evaluations, the outcome of which were reported to the Board in September/October 2022.

The overall outcome of the evaluation showed an effectively performing Board, a high level of engagement and a good and open dialogue and collaboration with the Executive Board. Overall, all the areas for improvement identified in the 2020/21 evaluation had been addressed. The 2021/22 evaluation key focus areas for the Board of Directors are agility in the development of the short- and long-term strategy, continued value creation from the recent acquisitions, stakeholder feedback and sentiment, as well as management succession planning.

Board committees
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.

Executive Board
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 two 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.