Board Committees

Board Committees


The Board of Directors are supported by two permanent committees: An Audit Committee and a Nomination and Remuneration Committee. Please read the two committees' terms of references or use the below links to dowload the documents.

Terms of Reference of the Audit Committee >>>

Terms of Reference of the Nomination and Remuneration Committee >>>

Terms of Reference of the Audit Committee

Constitution and purpose
Due to the listing of corporate bonds on Oslo Børs, J. Lauritzen must comply with the requirements for reporting class D under the Danish Act on Approved Auditors and Audit Firms (§ 31), and J. Lauritzen thus has the obligation to establish an Audit Committee. Consequently, an Audit Committee was established on 15 June 2010 by the Board of Directors.

The responsibilities and competencies of the Audit Committee are described in the present terms of reference. The terms are reviewed and approved annually at the meeting of the Board of Directors prior to the general meeting.

Members of the Audit Committee are hence elected at the first regular meeting of the Board of Directors after the general meeting.

The purpose of the Committee is to assist the Board of Directors with the review of reports and the reporting process. In this connection the Committee shall review accounting, auditing and security issues that the Board, the Committee itself or external auditors may wish to be subject to a more detailed review.

The Committee shall also evaluate the internal control and risk management systems.

Members of the Committee
The Board of Directors appoints members to the Committee, which consists of at least three members, and also appoints the Chairman of the Committee.

Meetings and frequency
At least four meetings are held per year, namely prior to the Board meetings, where the Annual Report and Interim Reports, respectively, are approved.

Audit Committee meetings are held prior to the regular Board meetings. Executive Management participates in the committee meetings.

At least on one of the meetings or part of a meeting is held with the presence of external auditors but without the presence of Executive Management.

Authorisations, etc.
The Committee reports and makes recommendations to the Board of Directors.

The Committee has the authority to investigate any matter within the scope of the terms of reference, including obtaining necessary information from employees of J. Lauritzen Group.

The Committee may request information from the appointed auditor of the company, specialists in accounting matters and other advisors when deemed necessary or appropriate for attending the Committee’s tasks.

Responsibilities
The Committee has the following responsibilities:

  • Monitor the accounting process
  • Monitor the financial reporting and financial information etc. disclosed in the company’s Annual Report and Interim Reports
  • To assess accounting policies, standards and processes in key areas related to accounting
  • Oversee that the company complies with applicable laws
  • Review the accounting items that are largely based on estimates
  • Monitor the effectiveness of the internal control and risk management systems
  • Decide once a year whether there is a need for an internal audit
  • Monitor and control the auditor's independence
  • Make recommendation to the Board of Directors on the election of auditors
  • Review the audit plan
  • Recommend to the Board of Directors concerning audit agreement and audit fees, including fees for non-audit services
  • Assess/monitor other topics at the request of the Board of Directors
  • Assess the company's policy for fraud, anti-corruption, including "whistleblowing"
  • Assess insurance matters

Reporting
Minutes of meeting are made of each meeting of the Audit Committee. A copy of the minutes is sent to all Board members.

The Audit Committee and its tasks are presented in the Annual Report.

Adopted at the meeting of the Board of Directors on 15 June 2010. Updated on 6 November 2013 and 23 February 2015.

Terms of Reference of the Nomination and Remuneration Committee

Constitution and purpose
In order to continuously evaluate 1) the composition of the Board of Director, including the appointment of members to the Board, its committees and Executive Management as well as evaluating 2) the remuneration of the Board and Executive Management, a Nomination and Remuneration Committee was established on 15 June 2010.
 
The responsibilities and competencies of the Nomination and Remuneration Committee’s are described in the present terms of reference. The terms are reviewed and approved annually at the meeting of the Board of Directors prior to the general meeting.

Members of the Nomination and Remuneration Committee are hence elected at the first regular meeting of the Board of Directors after the general meeting.

The purpose of the Committee is to support the Board of Directors in the continuous process of ensuring appropriate succession plans for the Board of Directors, Executive Management as well as senior managers and to ensure a competitive remuneration policy.

Members of the Committee
The Board of Directors appoints members to the Committee, which consists of two to three members, and also appoints the Chairman of the Committee.

Participation in meetings
Only members of the Committee are entitled to attend the committee meetings.

In order to ensure the Committee’s independence and objectivity, other members of the Board of Directors or Executive Management can only participate in committee meetings at the invitation of the Committee.

The Committee may summon or invite Executive Management, the head of HR or experts/specialists to attend its meetings.

Meetings and their frequency
At least one meeting is held per year. Additional meetings may be held if deemed appropriate by the chairman and/or a majority of the committee members. The regular meeting is held towards the end of the year due to the annual remuneration adjustment as per 1 January and 1 March.

Authorisations, etc.
The Committee reports and makes recommendations to the Board of Directors.

The Committee has the authority to investigate any matter within the scope of the terms of reference. 

Responsibilities
Regarding nomination of members of the Board and Executive Management, it is the responsibility of the Committee to:

  • Describe the qualifications required of the Board of Directors and Executive Management and assess the competence, knowledge and experience contained in the two governing bodies
  • Evaluate the structure, size, composition and results of the governing bodies as well as to recommend any changes to the Board
  • Recommend candidates for the Board of Directors


Regarding remuneration it is the Committee’s responsibility to: 

  • Once every year to review the remuneration policy and recommend same for the approval of the Board
  • Submit proposals to the Board on overall remuneration including bonus and any fringe benefits, company cars, severance agreements etc. for the Board of Directors and Executive Management
  • Ensure that remuneration etc. is in line with the company’s remuneration policy and the assessment of the efforts of the person in question


Reporting
Minutes of meetings are made of each meeting of the Nomination and Remuneration committee. A copy of the minutes is sent to all Board members.

The Nomination and Remuneration Committee and its responsibilities are presented in the Annual Report.

Adopted at the meeting of the Board of Directors on 15 June 2010. Updated on 6 November 2013 and 10 May 2016.

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