The overall responsibilities of the Board of Directors are laid down in section 54 of the Danish Public Companies Act. The Board of Directors works towards steady progress for Hartmann in order to maximise shareholder value and preserve the trust and confidence the stakeholders have in the company. This involves the following key tasks:
- to ensure that Hartmann has a sustainable vision and meaningful values
- to ensure that Hartmann’s strategic goals reflect the company’s vision
- to ensure the development of a strategy that balances considerations for growth, risk and profitability
- to appoint and retain a competent Executive Board
- to ensure expedient collaboration and a sound distribution of duties among the Board of Directors and the Executive Board
- to ensure and recommend to the shareholders a Board composition that enables the Board of Directors to consider the company’s strategic conditions in constructive dialogue with the Executive Board
- to ensure an open and honest business conduct consistent with the values of Hartmann
- to ensure a capital structure and reserves adequate for exploiting relevant growth opportunities and protecting against risks
- to ensure efficient management, adequate reporting systems and financial controls as well as cost discipline
- to maintain an independent audit
The Board of Directors meet regularly at least five times each year to discuss the key tasks according to a schedule agreed in advance. One meeting focuses on the adoption of the annual budget, and another meeting focuses on corporate governance matters and the presentation of annual risk factor reports. The group’s strategy is discussed and adopted at an annual strategy seminar.
The tasks, duties and responsibilities of the chairman are set out in the rules of procedure.
The chairman and the vice chairman of the Board of Directors plan the Board’s work, including annual schedules for Board meetings and procedures for communication between the Executive Board and the Board of Directors. The Board of Directors has appointed a vice chairman whose role is consistent with the recommendations issued by the Committee on Corporate Governance.
The chairman and the vice chairman of the Board of Directors plan the Board work in collaboration with the Executive Board, taking into consideration the special knowledge and competences of the individual Board members. Negotiations are conducted and important resolutions are passed by the full Board of Directors.
The rules of procedure are reviewed annually and are continuously adapted to the needs of Hartmann.
Board meetings are the forum for the main communication between the Executive Board and the Board of Directors, and they are held according to a schedule agreed in advance. Prior to the meetings, the members receive the agenda and material relating to the individual agenda items.
Furthermore, the Board of Directors receives information from the Executive Board in the form of monthly reporting on areas such as the group’s market developments, competitive position and budget follow-up. The level of detail of such reporting is lifted at the time around quarter-end when the reporting includes the draft interim reports.
In addition, where necessary, the chairman ensures that the Board of Directors is kept informed of important matters in the periods between Board meetings.