Corporate Governance

TDC NET Board of Directors consists of 9 members, 6 elected by the General Meeting and 3 elected by the employees.

The board members elected by the General Meeting are up for election every year and may be re-elected. Pursuant to Danish legislation, TDC NET employees are entitled to representation on the Company’s Board of Directors in the form of employee elected board members equivalent to half of the total number of board members elected at the General Meeting. The employee elected board members are elected for a four-year period, and have the same rights, obligations and responsibilities as the board members elected by the General Meeting. The current employee representatives were elected to the Board of Directors in 2019 and their period will expire in 2023.

The Board of Directors believes that diversity in general strengthens the board and seeks to reflect this balance in the composition of the board. As part of the Board of Directors’ annual evaluation, the Board also assesses whether the board members have the required skills and experience or if members’ expertise should be updated in some respects.

Following the Extraordinary General Meeting on 8 December 2021, the gender composition among the general elected board members are 5-1 members (80% vs. 20%) and thus the Board of Directors will set an objective for the proportion of the under-represented gender in the board at the next Board meeting in 2022.

Click here to see the Board of Directors.

The Board of Directors has established three Board Committees to assist the Board. Read more about the committees here:

Audit Committee

The Audit Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Audit Committee assists TDC NET’s Board of Directors with a range of activities, including monitoring the financial reporting process, monitoring the efficiency of TDC NET’s internal control systems and internal audit and risk management systems regarding the financial reporting, monitoring the statutory audit of the annual report and monitoring and checking the independence of the auditor and recommending delivery of services other than auditing to TDC NET.

Further, the Audit Committee is responsible for the procedure for selection and nomination of TDC NET’s independent auditor for election at the Annual General Meeting (by proposal to the Board of Directors). The tasks of the Audit Committee are described in more detail in the Mandate and Charter for the Audit Committee.

The members of the Audit Committee are Martin Præstegaard (Chairman), Henrik Clausen and Nathan Luckey. Martin Præstegaard possesses special qualifications in the field of accounting and auditing and the members as a whole have competencies relevant to the telecommunication industry.

Compensation and Nomination Committee

The Compensation and Nomination Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Compensation and Nomination Committee approves remuneration and conditions of employment for members of TDC NET’s executive management team, as well as the framework for TDC NET’s incentive programmes, which involves setting targets for the annual bonus for members of the TDC NET executive management team and approving the payment of such bonus. In addition, the Compensation and Nomination Committee proposes to the Board of Directors the size of the Board of Directors’ fee which is approved at the General Meeting. Furthermore, the Committee assists the Board of Directors with activities including identification of and recommendation to the Board of Directors of candidates for the Board of Directors, recommendation to the Board of Directors of candidates for the TDC NET executive management team based on proposal from the Chief Executive Officer and bi-annual reviews of diversity in TDC NET. The Compensation and Nomination Committee’s tasks are described in more detail in the Compensation and Nomination Committee’s Mandate and Charter.

The members of the Compensation and Nomination Committee are Frank Hyldmar (Chairman), Henrik Clausen and Nathan Luckey.

Health and Safety Committeet

The Health and Safety Committee was established on 8 December 2021 and will hold its first meeting in early 2022.

The Health and Safety Committee assists the Board of Directors with activities including overseeing the Health & Safety management systems and their application and reviewing of policies and strategies within the Health & Safety field. In addition, the Committee supports management in the development of their annual Health & Safety Management Plan, targets and supporting initiatives. The Health and Safety Committee’s task are described in more detail in the Health and Safety Committee Mandate and Charter.

The Committee is composed of Nathan Luckey (Chairman), Henrik Clausen and Frank Hyldmar.