Recommendations from the Committee on Corporate Governance
For several years, COWI has focussed on corporate governance. The Nørby committee’s original recommendations in 2001 provided invaluable input into COWI’s endeavours to develop a professional management practice. Prompted by the most recent recommendations from the Committee on Corporate Governance (the Scheibye Committee formerly the Nørby Committee), COWI has introduced amendments to its Articles of Association, the business procedures of the Board of Directors and the incentive scheme of the Executive Board.
COWI’s response to the recommendations from the Committee on Corporate Governance (pdf in Danish)
COWI’s corporate communication policy (pdf in Danish)
Composition and role of the Board of Directors
The Board of Directors of COWI Holding A/S is elected at the general meeting and is composed of up to six board members and employee-elected board members in accordance with the provisions of the Danish Companies Act.
The members of the Board of Directors elected at the general meeting are elected for a year at a time and may be re-elected, but must stand down no later than at the annual general meeting following the end of the financial year in which they reach the age of 65.
The employee-elected members of the Board of Directors of COWI Holding A/S are elected by and among the employees of COWI A/S. The latest election was held in the spring of 2010.
The business procedures of the Board of Directors lay down a formal, thorough and transparent process for electing and nominating candidates for the Board of Directors. When nominating new candidates, special emphasis is put on experience from senior posts in the Group or from managerial work or directorships in the business community in the Group's geographical field of activity. The aim is that at least half of the shareholder elected members of the Board should be independent of the company. If possible, half of the members elected by the Annual General Meeting should have thorough experience from managerial positions or directorships in the consultancy business or any other similar knowledge based industry.
A description of the qualifications of the nominated candidates for the Board of Directors will accompany the notice of convening the annual general meeting.
The Board of Directors holds at least five ordinary meetings and one strategic seminar every year in accordance with a meeting schedule planned in advance. The Board of Directors has not appointed management/executive committees.
The business procedures of the Board of Directors (pdf in Danish)
The members of COWI’s Board of Directors
Competency profile for the Board of Directors of COWI Holding A/S
Composition and role of the Executive Board
The Executive Board of COWI Holding A/S is appointed by the Board of Directors of COWI Holding A/S.
Guidelines for the role of the Executive Board (the executive board regulations) (pdf in Danish)
Members of COWI’s Executive Board
Appraisal of collaboration
In accordance with the recommendations for corporate governance, COWI has for some years conducted an annual appraisal of the collaboration between the Board of Directors and the Executive Board. The appraisal is carried out by external consultants. The appraisal report for 2010 showed that the Executive Board and the Board of Directors found the collaboration more than satisfactory.
Remuneration of COWI’s Board of Directors and Executive Board
In the course of 2011, the Board of Directors will prepare a remuneration policy for the Board of Directors and the Executive Board in COWI Holding A/S in order to optimise long-term value creation at corporate level.
In March 2010, COWI’s general meeting adopted general guidelines for incentive pay to the Executive Board of COWI Holding A/S. According to the guidelines, part of the remuneration of the Executive Board consists of shares (but not options).
In 2011, the members of the Board of Director will be remunerated with DKK 175,000. The vice chairman of the Board of Director will be remunerated with DKK 200,000 and the chairman of the Board of Directors with DKK 600,000.
General guidelines for incentive pay to the Executive Board of COWI Holding A/S (pdf in Danish)
Anti-corruption and business ethics hotline
In 2009, COWI opened an anti-corruption and business ethics hotline which employees can use to report anonymously their suspicions of irregular conduct such as breaches of our corporate code of conduct or fraud. The hotline is approved by the Danish Data Protection Agency and as such meets the highest standards of data-protection of employees.
COWI’s hotline for anti-corruption and business ethics
