Board of Directors

Duties of the Board of Directors

The Board of Directors handles 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 Order of Business sets out procedures for the reporting by the Executive Management and the working method of the Board of Directors as well as a description of the duties and areas of responsibility of the Chair 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.

Normally, a total of six to eight board meetings are held yearly. The agendas for these meetings follow a fixed plan. Members of Executive Management attend the meetings of the Board of Directors, which ensures that the Board of Directors is well informed about the company’s operations.

To ensure a dedicated and in-depth work in specific areas, the Board of Directors has established several committees that report to the Board of Directors: The Chair Council, the Audit Committee, the Remuneration Committee, the Innovation Committee, and the Nomination Committee.

The Chair Council consists of the Chair and the Vice Chair of the Board of Directors, Jørgen Jensen and Shacey Petrovic, respectively. The Chair Council performs certain preparation and planning in relation to Board meetings and is a forum for the Chair Council’s and Executive Management’s reflections. The Chair Council held 10 meetings during 2024/25.

The Audit Committee consists of three members of the Board of Directors, Susanne Larsson (Committee Chair), Simon Hesse Hoffmann, and David Hale. In addition, the Chief Executive Officer, the Chief Financial Officer, the VP of Finance & Accounting, and the auditor appointed at the annual general meeting attend the Audit Committee meetings. The Audit Committee held five meetings during 2024/25. The purpose of the Audit Committee is to assist the Board of Directors in ensuring the quality and integrity of the presentation of the company’s financial statements, reporting, and auditing, as well as reviewing the risk and control management systems in

The Remuneration Committee consists of three members of the Board of Directors, Jørgen Jensen (Committee Chair), Shacey Petrovic, and Susanne Larsson. In addition, the Chief Executive Officer and the Chief People Officer attend the meetings. The Remuneration Committee held four meetings during 2024/25. The duties of the Remuneration Committee are set to ensure that the remuneration offered by Ambu is competitive and sufficient to attract an retain the best qualified directors and executives.

The Innovation Committee consists of three members of the Board of Directors, Michael Del Prado (Committee Chair), Jørgen Jensen, and David Hale. In addition, the Chief Executive Officer, the Chief Marketing Officer, and the Chief Technology Officer attend the Innovation Committee meetings. The Innovation Committee held three meetings during 2024/25. The purpose of the Innovation Committee is to oversee and make recommendations for the innovation strategy and its execution, and to consider external innovation opportunities.

The Nomination Committee consists of three members of the Board of Directors, Jørgen Jensen (Committee Chair), Shacey Petrovic, and Michael Del Prado. The Nomination Committee held two meetings during 2024/25. Ambu’s Chief Executive Officer attends the meetings of the Nomination Committee. The Nomination Committee and the CPO is charged with evaluating the composition of the Executive Management, and with evaluating and possibly renewing, the Board of Directors to ensure that the members of the Board meet the requirements and possess the skills required.

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. Three are employee-selected members. Board members elected by the annual general meeting sit for a term of one year and may be re-elected, the age limits for new appointments and re-elections being 65 and 70, respectively.

The one-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 Chair and a Vice Chair.

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.