New candidate members for the Board of Directors may be nominated by the shareholders or by the Board of Directors. Generally, the Board of Directors uses external consultancy services for the selection of candidates.
The Board of Directors assesses each candidate against a series of criteria, including the candidate’s professional qualifications, business experience, personal qualities, whether the candidate’s profile matches the needs of the group, and whether the candidate is available for participation in Board work to the extent necessary. The notice to convene the general meeting includes information on the candidate’s background and the recruitment criteria.
Hartmann’s annual report contains profiles of the members of the Board of Directors. It appears from the CVs of the Board members that they fulfil the shareholders’ requirements for a broad range of competences and representation of all relevant professional areas.
In its assessment of its composition, the Board of Directors takes a positive view on the recommendation concerning diversity, e.g. in relation to gender and age. The Board of Directors aims to have at least one woman among its candidates when a new candidate member for the Board of Directors is selected and nominated.
However, in connection with the final selection and nomination, the Board of Directors does not allow considerations as to gender or age take priority over the candidate’s professional qualifications, international experience and educational background.
Newly-elected Board members meet with the Executive Board and visit one or more of Hartmann’s factories to gain insight into the technical production processes.
Board members’ needs for supplementing their competences are assessed as part of the Board’s self-assessment.
The number of Board members is determined taking into account the provisions of the company’s Articles of Association and is subject to approval by the shareholders. According to Hartmann’s Articles of Association, the Board of Directors must consist of not less than three and not more than eight members to be elected by the shareholders.
In 2007, the number of Board members elected by the shareholders was reduced from six to four. Part of the Board’s self-assessment involves considering whether there is an adequate number of Board members and looking at the composition of competences represented on the Board. The Board believes that there is currently no need to add more Board members, since the present combination of competences is deemed to be sufficient to continue to safeguard shareholder interests.
Three out of four of the Board members elected by the shareholders are independent according to this definition. One of the Board members is not considered to be independent due to the member’s role as a professional adviser to the company, and as he has been a member of the Board of Directors for more than 12 years.
No member of the company’s Executive Board sits on the company’s Board of Directors. The annual report and notices to convene general meetings at which members are to be elected to the Board of Directors contain information about the Board members who are not independent according to the definition.
The annual report contains information on the Board members’ positions, other managerial positions and directorships in Danish as well as international companies, their demanding organisational tasks and the number of Hartmann shares held by them, including any changes in their shareholdings during the financial year.
The system of election of Board members by employees is explained on Hartmann’s website.
Board members elected by the employees have the same rights, duties and responsibilities as Board members elected by the shareholders.
The Board of Directors holds at least five regular Board meetings annually, and additional meetings are held as and when required. The frequency of meetings is determined for one year at a time, and the dates of meetings concerning the company’s annual and interim financial reporting and the annual general meeting are published in the annual report.
None of the company’s Board members holds more directorships than recommended.
The company’s annual report contains information on the Board members’ additional managerial positions and directorships and demanding organisational tasks.
The annual report contains information about the age of the individual Board members. Board members retire from the Board of Directors not later than at the first general meeting following their 70th birthday, unless otherwise agreed.
Board members elected by the shareholders at the annual general meeting are elected for terms of one year.
Information about the year in which the members joined the Board, re-election of Board members and the expiry of the members’ current terms is found in the annual report.
The full Board of Directors constitutes the company’s audit committee (see audit). Due to the working methods of the Board and the size and complexity of the company, Hartmann has not set up any other actual Board committees. Board duties relating to the nomination of candidates to the Board of Directors, remuneration of the Executive Board and the auditor are prepared by the chairman and vice chairman, who submit their proposals to the full Board of Directors.
The Board of Directors may establish Board committees to undertake ad hoc tasks defined by the Board of Directors at the time of establishment of the committee. The tasks of ad hoc committees are preparatory and form the basis of consideration and resolutions by the Board of Directors. If the scope of the committee’s tasks is extensive, the Board of Directors may resolve to pay separate remuneration to the members of the committee. The amount of such remuneration will be disclosed in the annual report and presented at the general meeting.
The Board of Directors has performed self-assessments of its work since 2008 on the basis of questionnaires and one-to-one meetings.