Employee-elected Board Members

Since 1990 the employees of Ambu A/S have been represented in the company’s board of directors. The board of directors currently consists of 8 members of which 5 are elected by the shareholders and 3 are elected by and amongst the employees of Ambu A/S in accordance with the rules provided in the Danish Companies Act and the executive order issued there under.

Under the said rules the employees of Ambu A/S are entitled to elect amongst themselves a number of representatives (and an equal number of substitutes) corresponding to up to half of the total number of board members elected by the shareholders. Elections are prepared and conducted by an election committee composed by representatives of the employees and of the executive management. Eligible for election (as a board member and as a substitute) is any employee who is at least eighteen years of age and has been employed by Ambu A/S in the last twelve months preceding the election. Voting right is vested with any employee who is at least 15 years of age and who has been employed in Ambu A/S not only at the time of the election but also at the time when the list of candidates has been published. Candidates (and substitutes) are elected by simple majority of votes. Voting is conducted in writing and subject to confidentiality. Immediately after completion of the election, the election committee announces the result of the election to all employees, the board of directors and to the executive management.

Employee-elected board members serve for a four-year term commencing on the first annual general meeting following their election and expiring – unless re-elected – at the annual general meeting four years after. The election committee arranges that newly elected and resigning employee-elected board members are respectively registered and deregistered in the Danish Commerce and Companies Agency within the deadlines provided by law.

Board members elected by the employees are subject to the same rights, duties and responsibilities as the board members elected by the shareholders.