Corporate Governance

The Board of Directors

The Board of Directors in Flügger group normally comprises four members elected at the annual shareholders’ meeting and two employee board members. The members elected at the annual shareholders’ meeting are elected for one year at a time with the possibility of re-election. Efforts are taken to ensure that the composition reflects diversity, that relevant skills are represented, and that two or three of the members elected on the annual shareholders’ meeting are independent. One member represents the main shareholder.

The employee Board members are elected for a period of four years. Remuneration of the Board is suggested by the main shareholder on the annual shareholders’ meeting and should be approved by the annual shareholders’ meeting. Share options and incentive programs are not a part on the remuneration of the Board.

Corporate Governance

As part of a company's disclosure obligations, NASDAQ OMX Copenhagen has decided that Danish companies admitted to trading on the stock exchange should provide an account of how they address "Recommendations for Corporate Governance" prepared by the Corporate Governance Committee. 

The Board of Directors at Flügger group has considered these Recommendations for Corporate Governance and registered that Flügger group follows the recommendations, except on the following points:

• The Board has not approved an emergency plan related to takeover bids – as such inquiries are directed to the main shareholder.

• An age limit for Board members has not been established.

• The Board has chosen not to establish counsels and commissions, as these are being taken care of by the entire Board.

• Remuneration for the Board and executives is stated in a note in the annual accounts, but not on individual level.

Executives

The company is managed by Chief Executive Officer (CEO) in cooperation with the main shareholder, who has chosen to remain a part of the Executive Management in order to secure the continuity and the company DNA.

CEO receives a fixed salary and bonus – which cannot constitute more than 30 % of the entire remuneration. Bonus is dependent on the development in the groups top and bottom line, i.e. net turnover and operating profit EBIT.

The remuneration of the CEO is suggested by the Chairman of the Board after consultations with the main shareholder, who only receives a fixed salary.

The total remuneration of the executive is stated in a note in the annual account.

Diversity

We require the best employees, independent of ethnicity, nationality and age.

The Board includes two employee Board members and four members elected at the annual shareholder’s meeting. Among them one has been nominated by the main shareholder. The Board comprises four men and two women and therefore complies with the demand for gender equality. At the next management level - including executives, shop managers and other management levels - men constitute 52% and women 48 %, and therefore also comply with the demand for gender equality.