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 recommendations from the Committee on Corporate Governance, COWI has introduced amendments to the business procedures of the Board of Directors in COWI Holding A/S.
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 67.
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 January 2017.
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. 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. If possible, the members elected by the general meeting should also reflect the Company's need for diversity in relation to e.g. international experience, gender and age. Furthermore, COWI's target is for minimum two out of six of COWI's board members elected at the general meeting to be women.
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 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 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.
In March 2014, COWI’s general meeting adopted new executive Remuneration Principles for the Board of Directors and the Executive Board. With the new remuneration principles, COWI wishes to incentivize the Board of Directors and the Executive Board to ensure continued positive development of the COWI Group and good value creation for COWI’s shareholders.
Remuneration of the members of the Board of Directors is a fixed annual fee. The level is set through benchmarking towards similar major Danish companies. The annual fees of the remuneration are approved each year by the general meeting.
The Executive Remuneration Principles for the Board of Directors and the Executive Board can be found here
COWI has 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.
Julie Ramhøj Meisner
Senior Vice President
Group Legal, Denmark