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 Board 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 Board attends 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 Committee, the Audit Committee, the Remuneration Committee, the Innovation Committee and the Nomination Committee.
The Chair Committee consists of of the Chair, Jørgen Jensen, and the Vice Chair, Shacey Petrovic, of the Board of Directors. The Chair Committee performs certain preparation and planning in relation to Board meetings and is a forum for reflections of the Chair Committee and Executive Management. The Chair Committee held eight meetings during the 2022/23 financial year.
The Audit Committee consists of three members of the Board of Directors, Susanne Larsson (committee chair), Simon Hesse Hoffman and Christian Sagild. In addition to these members, the Chair of the Board of Directors, the Executive Board, the VP of Finance & Accounting 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. The Audit Committee holds at least four meetings per year. In the 2022/23 financial year, the committee held seven meetings.
The Remuneration Committee consists of Jørgen Jensen (committee chair), Shacey Petrovic and Michael del Prado. In addition, the CEO and the CPO attend the meetings. The duties of the Remuneration Committee are set in place to ensure that the remuneration offered by Ambu is competitive and sufficient to attract and retain the best qualified directors and executives. The Remuneration Committee holds at least two meetings per year. During the 2022/23 financial year, the committee held three meetings.
The Innovation Committee consists of Michael del Prado (committee chair), Jørgen Jensen and Shacey Petrovic. In addition, the CEO, the Chief Marketing Officer & President of EMEA & APAC Sales and the Chief Technology Officer attend the Innovation Committee meetings. The Innovation Committee held two meetings during the 2022/23 financial year. The purpose of the Innovation Committee is to oversee and make recommendations for the innovation strategy and execution of strategy and consider external innovation opportunities. The Innovation Committee holds at least three meetings per year. During the 2022/23 financial year, the committee held two meetings.
The Nomination Committee consists of Jørgen Jensen (committee chair), Christian Sagild and Michael del Prado. Addtionally, Ambu’s CEO participates in the meetings of the Nomination Committee. The Nomination Committee 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. The Nomination Committee holds at least two meetings per year. During the 2022/23 financial year, the committee held two meetings.
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.
