Audit Committee

The Audit Committee assists TDC’s Board of Directors with a range of activities, including: monitoring the financial reporting process; monitoring the efficiency of TDC Group’s internal control systems and internal audit and risk management systems regarding the financial reporting; monitoring the statutory audit of the annual report; and monitoring and checking the independence of the auditor and recommending delivery of services other than auditing to TDC Group. Further, the Audit Committee is responsible for the procedure for selection and nomination of TDC’s independent auditor for election at the Annual General Meeting (by proposal to the Board of Directors). The tasks of the Audit Committee are described in more detail in the Charter for the Audit Committee.

The members of the Audit Committee are Marianne Rørslev Bock (Chairman), Stine Bosse and Benoit Scheen, who are all independent members of the Audit Committee. Marianne Rørslev Bock possesses special qualifications in the field of accounting and auditing. The members of the Audit Committee as a whole have competences relevant to the telecommunications industry.


The Audit Committee held three meetings in 2016.


Specifically in 2016, in relation to the Audit Committee’s activities as laid down in the Charter for the Audit Committee, the Audit Committee reviewed the financial information in TDC Group’s annual report for 2015, including significant and complex transactions; discussed accounting principles and critical accounting estimates and judgments; evaluated the independent auditor’s performance and independence, and recommended to the Board of Directors nomination of the independent auditor for election at the Annual General Meeting; and evaluated – with a view to making a recommendation to the Board of Directors – the need for an internal audit function. In addition, the Audit Committee performed a number of in-depth reviews of different areas related to the work of the Audit Committee, e.g. strategic security areas, TDC Group’s corporate tax, TDC pension fund, TDC Group’s insurance strategy, vacant leases and risk management. The Audit Committee also discussed TDC Group’s CSR report for 2015. Finally, the Audit Committee reviewed its own Charter and recommended changes for the Board of Directors' approval.

Business Review & Development Committee

The Committee for Business Review and Development (referred to below as ‘the Committee’) was closed down as of 1 January 2017. The Committee supported TDC’s Board of Directors in issues related to TDC Group’s performance, business development and strategy.


The members of the Committee were Pierre Danon (Chairman), Pieter Knook and Benoit Scheen – all with expert knowledge from the telecommunications industry. Pieter Knook and Benoit Scheen were independent members of the Committee.


The Committee held four meetings in 2016.


Specifically in 2016, the Committee focused on supporting implementation of TDC Group’s strategic plan 2016 - 2018.

Compensation Committee

The Compensation Committee approves remuneration and conditions of employment for members of TDC’s Corporate Management Team, as well as the framework for TDC Group’s incentive programme, which involves setting targets for the annual bonus for members of the Corporate Management Team, and approving the payment of such a bonus. In addition, the Compensation Committee proposes to the Board of Directors the size of the Board of Directors’ fee which is approved at the General Meeting. The Compensation Committee’s tasks are described in more detail in the Compensation Committee’s Mandate and Charter, which you can read here.


In 2016, the Compensation Committee held four meetings. 


The Compensation Committee’s activities in 2016 included the activities laid down for the Compensation Committee in its Mandate and Charter. Further the Compensation Committee made a review of TDC’s Remuneration Policy and proposed amendments to the Remuneration Policy to the Board of Directors for approval by the Annual General Meeting 2017.


The members of the Compensation Committee are Vagn Sørensen (Chairman), Pierre Danon, Pieter Knook and Angus Porter. Vagn Sørensen, Pieter Knook and Angus Porter are independent members of the Compensation Committee.

Nomination Committee

The Nomination Committee assists the Board of Directors with activities including: identification of and recommendation to the Board of Directors of candidates for the Board of Directors; recommendation to the Board of Directors of candidates for the Corporate Management Team based on proposal from the Chief Executive Officer, and review of and recommendation to the Board of Directors for adoption of TDC’s position on the Recommendations for Corporate Governance as set out by the Committee on Corporate Governance. The tasks of the Nomination Committee are specified in its Mandate and Charter which is available here.


In 2016, the Nomination Committee held five meetings.


Specifically in 2016, in relation to the Nomination Committee’s activities as set out the Mandate and Charter for the Nomination Committee, the Nomination Committee prepared for the Board of Directors’ nomination of a new candidate for the Board of Directors to be elected at the Annual General Meeting 2017.


Further, the Nomination Committee reviewed TDC’s corporate governance position for 2016 and proposed amendments for approval by the Board of Directors.


The Nomination Committee is composed of Vagn Sørensen (Chairman), Pierre Danon, Pieter Knook and Angus Porter. Vagn Sørensen, Pieter Knook and Angus Porter are independent members of the Nomination Committee.

Composition of Committees


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