Nomination committee
The nomination committee consists of the Board chairmanship, which means the Chairman and the Vice Chairman, currently Mr Vagn O. Sørensen and Mr Torkil Bentzen.
The chairmanship is elected each year by the entire Board at the initial Board meeting following the Annual General Meeting. The committee meets minimum three times every year.
The responsibilities of the nomination committee are to continuously evaluate the work and composition of the Board and initiate any changes and suggest new candidates for Board membership.
The nomination committee bases its work on a profile description of the entire FLSmidth Board, including a profile of each Board member. The profile description is decided and updated by the Board of Directors.
In carrying out these duties, the nomination committee may choose to involve the remuneration committee. The present nomination committee was appointed on 14 September 2011 and held two meetings in 2011. Its main activities have been to consider and recommend new candidates for Board membership.
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| Download the nomination committee's charter in English | |
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| Download nomineringsudvalgets kommissorium på dansk | |
Compensation committee
The compensation committee consists of up to four Board members, currently Mr Vagn O. Sørensen and Mr Torkil Bentzen.
The compensation committee is elected each year by the entire Board at the initial Board meeting following the Annual General Meeting. The committee meets minimum three times every year.
The purpose of the compensation committee is to determine the salary and other terms of employment for members of the Group Executive Management. Besides, once a year the remuneration committee approves the overall principles of the Group’s bonus and other short- or long-term incentive or retention plans. The compensation committee also submits proposals to the Board for the size of the compensation of the Board and the Board committees.
Once every year the Chief Executive Officer and the rest of the Executive Management must inform the compensation committee about pay levels and performance evaluation for the Group Executive Management and managers reporting directly to the Group Executive Management.
The compensation committee met three times in 2011, and the committee’s main activities in 2011 were to consider and determine the Executive Management’s pay and incentive plans plus a general extension of the use of incentive plans in the company.
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| Download the compensation committee's charter in English | |
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| Download vederlagsudvalgets kommissorium på dansk | |
Audit committee
The audit committee consists of Mr Tom Knutzen (Chairman), Mr Sten Jakobsson and Mr Vagn O. Sørensen who are all independent and have considerable insight and experience in financial matters and accounting and auditing in listed companies.
The committee was set up in its present form at the end of 2011, its functions having previously been undertaken by the entire Board of Directors. The audit committee meets at least three times per year.
The main tasks of the audit committee are to assist the Board of Directors in:
- monitoring the financial reporting process
- monitoring the efficiency of the company’s internal control system and any internal auditing and risk management systems
- monitoring the statutory audit of the annual report
- appointing the Company’s independent auditors and monitoring and checking the independence of the auditors, including, in particular, the delivery of non-audit services to the Company.
Besides, once a year the audit committee assesses the need for internal audit and submits recommendations for any steps considered necessary as a consequence of this.
So far, the audit committee and the Board of Directors have not considered it necessary to introduce internal audit in addition to the company’s Group Control and Project Control functions and the external auditor.
The audit committee is also authorised to perform other tasks in connection with financial, accounting and auditing matters plus risk management in the Group as considered relevant by the committee.
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| Download the audit committee's charter in English | |
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| Download revisionsudvalgets kommissorium på dansk | |