Board of Directors
N.E. Nielsen, born 1948
Attorney-at-law
Chairman of the Board
Member of the Board since 1999
Chairman of the Board of:
- Amagerbanken Aktieselskab
- Law firm Bech-Bruun International A/S
- Charles Christensen A/S
- Cimber Air Holding A/S
- Danish Supply Corporation A/S
- Dampskibsselskabet Torm A/S
- Gammelrand Skærvefabrik A/S
- GPV Industri A/S
- Mezzanin Kapital A/S
- InterMail A/S
- Pele Holding A/S
- Preben Olsen Automobiler A/S
- Satair A/S
- SCF Technologies A/S
Board member of:
- Danica-Elektronik A/S
- Kongskilde Industries A/S
- Weibel Scientific A/S
including related companies
Special competences:
General management, among other things as chairman of listed companies with an international outlook and corporate law issues.
Bjørn Ragle, born 1945
Vice-Chairman of the Board
Member of the Board since 1987
Chairman of the board of:
- K.B. Holding af 1.8.1988 A/S
Board member of:
- Snøgg Industries A/S, Norway
Special competences:
General management with focus on business development and HR.
Jørgen Hartzberg, born 1950
Head of Department, VKR Holding A/S
Member of the Board since 1999
Board member of:
- WindowMaster A/S
Speciel competences:
General management with focus on business development and sale of companies.
Anne-Marie Jensen, born 1955
Operations Assistant
Member of the Board since 2002
Elected by the employees
Torben Ladegaard, born 1953
Managing Director of FOSS A/S
Member of the Board since 1999
Board member of:
- Several FOSS companies
Special competences:
General management in international and high-tech companies with special focus on business and product development and business-to-business marketing and sales.
Hanne-Merete Lassen, born 1962
Business consultant
Member of the Board since 2006
Elected by the employees
John Stær, born 1951
President & CEO of Satair A/S
Member of the Board since 1998
Board member of:
- K. B. Holding af 1.8.1988 A/S
- Several companies in the Satair group
Special competences:
General management, including management of international activities, the acquisition and divestment of companies, financial management.
Kirsten Therkildsen Søndersted-Olsen, born 1965
Corporate Promotions Manager
Member of the Board since 2006
Elected by the employees
Anders Williamsson, born 1955
Member of the Board since 2006
Board member or Chairman of the Board of Directors of:
- FOSS AB
- ProstaLund AB
- Glyrorex Transplantation AB
- Cross Solution Technologies AB
- Teamwork AB
Duties of the Board of Directors
The Board of Directors handle the overall management of Ambu, the formulation of objectives and strategies as well as the approval of the overall budgets and action plans. The Board also has a duty to perform overall supervision of the company’s activities and to check that it is managed in a responsible manner and with due regard to Danish legislation and the Articles of Association. The general guidelines for the work of the Board of Directors have been laid down in an Order of Business which is reviewed and updated as required at least once a year. The most recent update took place in 2006/07. The Order of Business sets out procedures for the reporting by the Executive Board and the working method of the Board of Directors as well as a description of the duties and areas of responsibility of the Chairman of the Board of Directors.
The Board of Directors is briefed regularly about the company’s affairs. The briefing is systematic in the form of both meetings and regular written and oral reports. The Board of Directors receives a regular monthly report, including among other things information about financial developments and the most important activities and transactions.
In 2006/07, a total of eight board meetings were held. The agendas for these meetings follow a fixed plan. Only one member of the Board of Directors has been prevented from attending one of the meetings. The Board of Management attends the meetings of the Board of Directors, which ensures that the Board of Directors is well informed about the company’s operations.
In 2006/07, an auditing committee was set up consisting of two members of the Board of Directors, Jørgen Hartzberg (committee chairman) and Torben Ladegaard. In addition to these two members, the Chairman of the Board of Directors, the Executive Board and the auditor elected by the general meeting attend the committee meetings. The purpose of the committee is to support the work of the Board of Directors in ensuring the quality and integrity of the company’s presentation of its financial statements, auditing and financial reporting. At the same time, the committee must monitor all accounting and reporting processes, the auditing of the company’s financial reporting and the work and independence of external auditors.
Composition of the Board of Directors
According to Ambu’s Articles of Association, the Board of Directors shall have four to eight members elected by the Annual General Meeting. To this will be added board members elected in pursuance of the provisions of Danish legislation on employee directors. The Board currently has nine members of whom six were elected by the Annual General Meeting and three by the group’s employees. Board members elected by the Annual General Meeting sit for a term of two years and may be re-elected, the age limits for new appointments and re-elections being 65 and 70, respectively.
This is not in line with the recommendations of the OMX Nordic Exchange Copenhagen, which recommends that all members of the Board of Directors be elected every year. The two-year term has been agreed with a view to ensuring continuity in the work of the Board of Directors. Employee directors sit for a term of four years defined in pursuance of the provisions of the Danish Companies Act.
The Board appoints a Chairman and a Vice-Chairman.
In connection with the recommendation of new board members, a careful assessment is made of the knowledge and professional experience which is required with a view to ensuring the presence on the Board of the necessary competences. In connection with nominations of members at the general meeting, the Board of Directors sends out a description of the backgrounds of individual candidates, their relevant competences and any managerial
positions held. Moreover, the Board of Directors states the reasons for their nomination on the basis of the recruitment criteria stipulated.
The members of the Board of Directors elected by the general meeting are deemed to be independent. The Chairman of the Board of Directors is a partner of the Danish law firm Bech-Bruun, a legal adviser to Ambu. Ambu also uses other legal advisers, and the business relationship between Bech-Bruun and Ambu is not of material importance to either party (fees in 2006/07 totalled DKK 0.6m). The Vice-Chairman of the Board of Directors, Bjørn Ragle, is the spouse of Dorrit Ragle who holds 9.0% of the shares and 22.8% of the voting rights in Ambu.
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