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

The overarching objects of the Nomination Committee are to improve the efficiency and quality of the work performed by the Board of Directors, including to ensure that the Executive Board and Board of Directors at all times have the appropriate qualifications, knowledge and experience to perform their tasks.

The Nomination 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 Nomination Committee is composed of three members to be appointed by the Board of Directors. The members serve on the Committee for one year at a time.

The Chairman of the Company’s Board of Directors also chairs the Nomination Committee.

Meetings

The Nomination 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 Nomination 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 Nomination Committee has the following preparatory tasks:

  • Annually assessing and describing the qualifications required on the two management bodies, the Executive Board and the Board of Directors.

  • Annually assessing the structure, size and composition of the Board of Directors, having regard to the Company’s requirements, and making recommendations to the Board of Directors regarding potential changes.

  • Annually assessing the qualifications of the Executive Board and Board of Directors, both individually and collectively, having regard to the Company’s requirements, and reporting to the Board of Directors on its findings.

  • Being responsible for an annual evaluation of the work performed by the Executive Board and Board of Directors in the past year.

  • Prior to the Company’s Annual General meeting, identifying and recommending candidates for election to the Board of Directors, including preparing recommendations for the Board of Directors.

  • Continuously managing search processes for candidates to fill any vacant post on the Board of Directors or Executive Board.

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

Reports

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

Remuneration

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

Evaluation

The Nomination 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.