In the Annual Report for 2001 the Board of Directors of Sanistål considered and commented on the recommendations of the Nørby Committee. Sanistål complies with the Committee’s recommendations to a substantial degree, and the Board of Directors works onthe basis of the recommendations.
In 2005 the Copenhagen Stock Exchange adopted new recommendations for Corporate Governance. The recommendations applied according to the Stock Exchange’s rules for publicly listed limited liability companies for annual reports that are published for financial years commencing on 1 January 2006 or thereafter in accordance with the “comply or explain” principle.
The Board of Directors and the Board of Management have considered the new recommendations in detail, and Sanistål essentially complies with the recommendations.
Sanistål’s policies deviate from the recommendations in the following areas:
Capital and share structure:
The share capital is divided into A-shares and B-shares. The strong commitment from holders of A-shares secures a healthy, stable corporate structure that makes long-term investments possible. At present there are no plans to amend the division into A and B-shares, nor is there any possibility of doing so. The time spent on Board work and the number of
Board positions:
Sanistål has not adopted any specific restrictions on Boardmembers’ activities outside the company. A Boardmember’s special qualifications, involvement and time are taken into account, and Sanistål intends to allow consideration of optimal function and composition to prevail.
Openness about remuneration:
The recommendations are being followed in part, as in the annual report Sanistål provides information about the Board of Management’s remuneration as a whole and not individually, as it is considered that this is information of a personal nature, which is also of limited relevance for shareholders.
