Audit Committee

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

The Audit Committee meets as necessary, but at least four times a year. There were four meetings in 2019, and with an attendance rate of 100%. 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 two members, who are members of the Board of Directors. Both members are considered independent under Danish law and pursuant to the Danish corporate governance recommendations. Both members possess the qualifications in accounting and the Audit Committee possesses relevant competences within the business sector. The qualifications meet the requirements set forth in Danish law and Danish corporate governance recommendations.

End of 2019 the Audit Committee consisted of the following members:

  • Agnete Raaschou-Nielsen (chairman)
  • Jørgen Buhl Rasmussen
  • Lars Green (Resigned from the Board of Directors and the Audit Committee chairman position on August 9, 2019)

Subsequent to the Annual General Meeting in 2020 the following members were elected to the Audit Committee by the Board of Directors:

  • Heine Dalsgaard (chairman)
  • Jørgen Buhl Rasmussen
  • Cees de Jong

Subjects covered by the Audit Committee in 2019

External auditor

  • Selection of the external auditor and submission to the Board of Directors for approval
  • Review of the audit services and audit agreement for the external audit and submission to the Board of Directors for approval
  • Approve non-audit services and monitor the proportion of non-audit services versus audit services per the established policy
  • Review and discussion of the external auditor’s Long Form Report, Management Letters and quarterly reports
  • Monitoring of the statutory audit, including the strategy, plan and scope, plus inform the Board of Directors of the results for the statutory audit
  • Evaluation of the external auditor's independence and performance, as well as the auditor’s quality systems, including the external review hereof

Procedures for handling complaints

  • Review of reporting relating to the whistleblower hotline and financial fraud as well as incidents regarding IT and physical security, including investigations carried out, conclusions and sanctions

Financial, environmental, social and governance reporting

  • Review of interim and year-end financial, environmental, social and governance reporting
  • Quarterly review of material financial and environmental, social and governance reporting issues, changes in accounting legislation and implementation of these, accounting policies, critical accounting estimates/judgments, related party transactions, uncertainties/risks (including for Outlook) and the reporting to the Board of Directors in consultation with the CFO, VP Corporate Finance & Shared Services, and the external auditor. Information to the Board of Directors on this prior to the financial reporting
  • Deep dives on selected financial reporting topics
  • Discussion and evaluation of the annual report process

Internal controls

  • Review of the internal control system for the financial, environmental, social and governance reporting process

Miscellaneous

  • Annual review of the charter
  • Annual self-assessment, including an external performance evaluation of the Audit Committee
  • Evaluation of the need for an internal audit function and submission of outcome to the Board of Directors for approval
  • Quarterly review of legal cases
  • Review of tax compliance
  • Discussion and review of selected business risks

The Audit Committee further conducted individual meetings with the CEO, CFO, VP Corporate Finance & Shared Services, Head of Risk Management & Controls, and General Counsel, as well as quarterly individual meetings with the external auditors.