Terms of reference of the Remuneration Committee of TK Development A/S

The overarching objects of the Remuneration Committee are to make proposals for TK Development’s remuneration policy and the individual remuneration payable to the Board of Directors and Executive Board.

The Remuneration Committee has no independent decision-making powers, and its task is merely to prepare proposals to be considered and decided by the Board of Directors.

Members

The Remuneration Committee is composed of three members to be appointed by the Board of Directors from among its own members. The members serve on the Committee for one year at a time.

The Board of Directors appoints the Chairman of the Remuneration Committee.

The Chairman of the Nomination Committee must be a member of the Remuneration Committee in order to ensure appropriate coordination between the two committees.

Meetings

The Remuneration Committee meets as and when deemed necessary or appropriate by one of its members, having regard to the Company’s requirements; but at least once a year.

When decided by the Chairman, the Committee may invite other members of the Board of Directors, executives, employees or external consultants to attend its meetings.

The Chairman of the Committee convenes meetings, determines the agenda and ensures that all relevant material is submitted to the other members.

The Secretary to the Board of Directors will act as Secretary to the Committee and attend its meetings as directed by the Chairman. 

Duties

The Remuneration Committee has the following preparatory tasks:

  • Recommending the remuneration policy, including the general guidelines for incentive pay to the Board of Directors and Executive Board, and submitting it for approval by the entire Board of Directors prior to approval at the General Meeting.

  • Making proposals to the Board of Directors regarding the remuneration (all remuneration, including fixed, variable and performance-based remuneration, pension, fringe benefits, company-car schemes, severance agreements, contracts, etc.) payable to the Board of Directors and Executive Board, and ensuring that such remuneration is in accordance with the remuneration policy.

  • Ensuring that the remuneration payable (and other benefits accruing to the members of the Board of Directors and Executive Board) reflects the assessment made of the relevant member’s efforts. The Committee must be informed about the total remuneration (and other benefits, etc.) that is received by members of the Board of Directors and Executive Board from other companies in the Group.

  • Overseeing that the information in the Annual Report on the remuneration of the Board of Directors and Executive Board is correct, true and sufficient.

  • Overseeing other matters in relation to the above-mentioned duties that the Remuneration Committee, in its discretion, considers necessary, as well as any other issues that the remaining members of the Board of Directors ask the Remuneration Committee to prepare or evaluate.

Reports

At each board meeting, the Chairman of the Remuneration Committee must report on its work since the last board meeting.

Information about the Committee’s tasks and activities in the course of the year will be disclosed in connection with the presentation of TK Development’s Annual Report.

Remuneration

Members of the Remuneration Committee, including the Chairman, are paid an annual fee of DKK 25,000.

Evaluation

The Remuneration Committee’s terms of reference are reviewed once a year, and any amendments are to be approved by the Board of Directors with the majority specified by its rules of procedure.

Approved by the Board of Directors on 14 December 2016.