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Recommendation 32 Members of the nomination committee

The managing director and other executive directors shall not be members of the nomination committee.

Due to the nature of the matters dealt with by the nomination committee, neither the managing director nor any other executive director can be a member of the committee.

Recommendation 33 Duties of the nomination committee

The board shall define the duties of the nomination committee.

The duties of the nomination committee shall be defined in the charter approved for the committee and they shall reflect the requirements of the company. The duties of the Nomination Committee may include e.g.:

  • preparation of a proposal for election of directors to be presented to the general meeting

  • preparation of matters relating to the compensation of directors

  • succession planning of directors The duties of the nomination committee must be described

in accordance with Recommendation 23.

Compensation committee

Recommendation 34 Establishment of the compensation committee

The board may establish a compensation committee to improve the effective handling of matters relating to the appointment and compensation of the managing direc- tor and other executives of the company as well as the handling of other employee compensation systems.

The compensation committee can more efficiently than the entire board focus on the development of compensation systems concerning the managing director and other executives. The compensation committee promotes the transparency and system- atic functioning of the compensation systems of the company.

Recommendation 35 Members of the compensation committee

The managing director and other executives shall not be members of the compensation committee.

Due to the nature of the matters addressed by the compensation committee, neither the managing director nor other executive directors can be members of the committee.

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Recommendation 36 Duties of the compensation committee

The board shall define the duties of the compensation committee.

The duties of the compensation committee shall be defined in the rules of procedure approved for the committee and they shall reflect the requirements of the company. The duties of the compensation committee can include e.g.:

  • preparation of matters relating to the compensation and other benefits of the managing director and his/her deputy

  • preparation of matters relating to the compensation of other management

  • preparation of matters relating to the appointment of the managing director and his/her deputy and identification of their possible successors

  • preparation of matters pertaining to the compensation systems of the company

The duties of the compensation committee must be de- scribed in accordance with Recommendation 23.

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