To meet the demand for prudent management, COWI places corporate governance high on the agenda both in-house and towards our stakeholders.
For several years, COWI has focused on corporate governance. The Nørby committee’s recommendations from 2001 have made a significant contribution to COWI's efforts to develop a professional management practice. Prompted by the latest recommendations of the Committee on Corporate Governance (November 2017), COWI has among other things adjusted the business procedures of the Board of Directors.
The Board of Directors is responsible for the approach towards taxes and for ensuring that this approach is embedded throughout the organisation. COWI's Tax Policy is reviewed and approved by the Executive Board and the Chairman of the Board of Directors once a year and is applicable for all COWI entities.
The Board of Directors of COWI Holding A/S is elected at the annual general meeting and is composed of up to six board members plus employee-elected board members in accordance with the provisions of the Danish Companies Act.
The members of the Board of Directors elected at the annual general meeting are elected for one year at a time but can be re-elected.
The employee-elected members of the Board of Directors of COWI Holding A/S are elected by and among the employees in Denmark, Norway and Sweden. The latest election was held in January 2017.
The Articles of Association and the Rules of Procedures of the Board of Directors stipulate a formal, profound and transparent process for electing and nominating candidates for the Board of Directors. When nominating new candidates, special emphasis is put on the candidates' experience from either senior positions within the COWI Group or from management positions or Board duties in the business community within the field of operation of the COWI Group. If possible, half of the members elected at the annual general meeting should have thorough experience from management positions or Board duties within the consultancy business or similar businesses. Moreover, the aim is to secure that the members elected at the annual general meeting reflect the company's need for diversity in relation to e.g. international experience, gender and age. COWI has defined timeframe as for increase of the number of women in the Board of Directors.
In 2018, the Board of Directors elaborated a description of professional competencies for the members of the Board of Directors describing what competencies the Board should possess to be able to perform its duties in the best possible way. The annual recommendation to the General Assembly concerning the composition of the Board will be based on this description of competencies. A description of the competencies of the nominated candidates will be sent out together with the notice of convening the annual general meeting.
The Board of Directors holds at least five ordinary meetings and one strategy seminar a year in accordance with an already fixed agenda. No management committees have been appointed.
The Executive Board of COWI Holding A/S is appointed by the Board of Directors of COWI Holding A/S.
In accordance with the recommendations for good corporate governance, COWI has for several years conducted an annual evaluation of the collaboration between the Board of Directors and the Executive Board with the involvement of an external consultant. In the past few years the subsequent evaluation reports have shown that both the Executive Board and the Board of Directors find the collaboration to be more than satisfactory.
In 2016, COWI’s General Assembly adopted Remuneration Principles for the Board of Directors and the Executive Board. With this policy, COWI wishes to motivate the Executive Board and the Board of Directors to ensure a continued positive development of the COWI Group and create value for COWI’s shareholders.
The fees of the members of the Board of Directors are fixed annual fees, which are determined through benchmarking towards similar major Danish companies.
The fees of the Board of Directors must be approved once a year at the annual general meeting.
In 2018, the members of the Board of Directors received DKK 220.000, however, the Vice-Chairman of the Board received DKK 440.000 and the Chairman of the Board DKK 660.000.
COWI has established 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 has been approved by the Danish Data Protection Agency and as such meets the highest standards of data-protection of employees.