TrygVesta's Supervisory Board has appointed an audit committee and a remuneration committee. The committees handle specific areas that are too complex for the entire Supervisory Board to supervise. The committees report to the Supervisory Board, and the committees recommend policies for approval by the Supervisory Board.
The Supervisory Board does not have a nomination committee. However, in 2007 the chairman and deputy chairman functioned as the nomination committee.
Audit committee
The Supervisory Board has set up an audit committee in 2006. The three-member committee is chaired by a member of the Supervisory Board who is not also a member of the Supervisory Board of TryghedsGruppen. The audit committee comprises Bodil Nyboe Andersen (chairman), Per skov and Rune Joensen.
The audit committee supports the Supervisory Board in its work and supervision of
- the annual report
Including checking the accuracy of financial information disclosed in the annual report, and ensuring that accounting policies are relevant and applied consistently
- internal control and risk management
In this context the audit committee reviews and assesses management's guidelines fir identifying, monitoring and managing the most important risks at least once a year. This also includes an assessment and review of internal control and risk management systems
- internal and external audit
Including a review and discussion of the results of the work of the internal and external auditors and the auditors' observations and conclusions. The committee supervises management's follow-up on the recommendations to management reported by the internal and external auditors.
The committee works with historical data, and it is not involved in forward-looking events such as outlook and budgets. The audit committee shall to a reasonable extent discuss and review with management significant financial information in interim reports.
The audit committee meets at least four times a year and reports to the Supervisory Board on a regular basis. The committee makes an annual assessment of the preceding year's work to assess if any changes should be made to the committee's areas of responsibility.
Remuneration committee
In 2008 the Supervisory Board has set up a remuneration committee. The four-member committee is chaired by the chairman of the Supervisory Board. The committee is represented by at least one member of the Supervisory Board of TryghedsGruppen and one member without any affiliation with TryghedsGruppen. The remuneration committee comprises Michael Olufsen (chairman), Paul Bergqvist, John R. Frederik R. Fredeiksen and Birthe Petersen.
The work of the remuneration committee is based on TrygVesta's remuneration policy which was approved by the Supervisory Board 25 February 2008 and the guidelines for incentive pay, adopted at the annual general meeting 3 April 2008.
The remuneration committee supports the Supervisory Board in its work and supervision of
- Deliberation and decision making regarding questions on remuneration of the Supervisory Board, board committees and the Executive Management. The committee will in consultation with the Group CEO discuss the remuneration of the Group Executive Management
- Making sure that the Group's guidelines for incentive pay are followed
- Composing recommendations to the Supervisory Board about the elements that should or ought to be included in the remuneration of the Supervisory Board and the Executive Management
- Keeping the Supervisory Board informed about the market level for remuneration of Supervisory Boards and Executive Managements in comparable companies. Additionally the committee monitors the practice in the area which enables the Supervisory Board to discuss and deliberate any new practices of remunerating.
The remuneration committee reports to the Supervisory Board on a regular basis about the committee's activities. In future the committee expects to meet four times a year.
Last update: 05 November 2008