Governance

Here you can find information about how FLSmidth is governed.

FLSmidth governance

Board Committees

The Board of Directors has appointed four committees: the nomination, compensation, audit and technology committees.

Board Committees

Nomination committee

The nomination committee consists of up to four Board members, currently Mr Vagn O. Sørensen, Mr Torkil Bentzen, and Mr Marius Kloppers.

The nomination 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 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 nomination committee met four times in 2015.

 

Committee charter
Download the nomination committee's charter in English

  

Compensation committee

The compensation committee consists of up to four Board members, currently Mr. Vagn O. Sørensen, Mr Torkil Bentzen, and Mr Marius Kloppers.

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 five times in 2015.

 

Committee charter
Download the compensation committee's charter in English

 

Audit committee

The audit committee consists of Mr Tom Knutzen (Chairman), Mr Sten Jakobsson, Mr Vagn O. Sørensen, and Mrs Caroline Grégoire Sainte Marie 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: 

  1. Monitoring the financial reporting process 
  2. Monitoring the efficiency of the company’s internal control system and any internal auditing and risk management systems 
  3. Monitoring the statutory audit of the annual report 
  4. 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.

The audit committee met six times in 2015.

Committee charter
Download the audit committee's charter in English

 

Technology committee

The technology committee consists of Mr Torkil Bentzen (Chairman) who has a MSc in engineering and a long career as CEO and Chairman of the Board of engineering, heavy duty technology and construction companies; Mrs Caroline Gregoire Sainte Marie who has extensive knowledge of the cement industry among other with one of the world's largest cement producers, as CEO of Lafarge Germany and Czech Republic; Mr Rob Smith who has deep expertise within manufacturing and sourcing from a multitude of industries and countries; and Mr Jens Peter Koch who has a MSc in Engineering and a Graduate Diploma in International Business. Jens Peter Koch is employee-elected member of the Board. They all have considerable insight and experience with technological development and application in engineering driven industries.
 
The technology committee was set up in its present form at the beginning of 2012, its functions having previously been undertaken by the entire Board of Directors. The technology committee meets at least three times per year.
 
The main task of the technology committee is to assist the Board of Directors and to:

  1. Monitor and evaluate the competitiveness of process flow sheets and key machines, including the voice of the customer
  2. Monitor and evaluate own major development projects and overall plans
  3. Monitor and evaluate plans for technology M&A (gaps, additions, substitutions, exits)
  4. Monitor and evaluate IPR portfolio and strategy
  5. Monitor and evaluate overall technology strategy

The technology committee shall be fully authorized to investigate any matter that falls within the Charter, with full access to all Company information, facilities and employees. The latter includes hiring of external consultants to provide the technology committee with advice including requesting any Company executive or employee to participate in meetings with the technology committee or meet with one or more of the members or consultants of the technology committee.

The technology committee met four times in 2015.

 

Committee charter
Download the technology committee's charter in English