Board committees

Based on the recommendations of NASDAQ OMX Copenhagen, the Board of Directors of IC Group A/S has considered the need for setting up special, permanent board committees, including Audit, Remuneration and Nomination Committees. As a result of its considerations, the Board of Directors has resolved to set up an Audit Committee, a Remuneration Committee, an Operations Committee and a Nomination Committee. In addition, the Board of Directors will regularly consider the appropriateness of setting up specific ad hoc committees.

Audit Committee

It is the responsibility of the Audit Committee to monitor the financial reporting process and assess whether the in-house control and risk management systems work efficiently, including to monitor the statutory audit of the annual report and recommend an auditor to the Board of Directors. In addition, the Audit Committee must review and monitor the independence of the auditor, including the services provided by IC Group A/S and its subsidiaries in particular. At least three Audit Committee meetings are held each year. The Audit Committee reports to the Board of Directors.

Members: Henrik Heideby  (Chairman), Peter Thorsen and Niels Martinsen

Remuneration Committee

The responsibility of the Remuneration Committee is to recommend a remuneration policy, including overall guidelines for incentive remuneration of the Board of Directors and the Executive Board to be resolved by the Board of Directors, and to submit proposals to the Board of Directors on remuneration of the Board of Directors and the Executive Board, thus ensuring that such remuneration is in compliance with the Group’s remuneration policy. In addition, it is the duty of the Remuneration Committee to verify that the information in the annual report on remuneration of the Board of Directors and the Executive Board is correct, true, accurate and adequate. At least two Remuneration Committee meetings are held each year.

Members: Peter Thorsen (Chairman), Michael Hauge Sørensen and Conny Kalcher

Nomination Committee

The responsibility of the Nomination Committee is to prepare and make recommendations to the Board of Director in respect of, i.e., the composition of the Board of Directors and the Executive Board as well as an annual evaluation of the size, competences and composition of the Board of Directors and the Executive Board.

Members: Peter Thorsen (Chairman), Henrik Heideby and Jón Björnsson