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), Nathan Luckey and Arthur Rakowski. Marianne Rørslev Bock is an independent member and 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 2017.
Specifically in 2017, 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 2016, 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 2016. Finally, the Audit Committee reviewed its own Charter and recommended changes for the Board of Directors' approval.
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.
In 2017, the Compensation Committee held five meetings. The Compensation Committee’s activities in 2017 included the activities laid down for the Compensation Committee in its Mandate and Charter.
The members of the Compensation Committee are Martin Bradley (Chairman), Mike Parton and Nathan Luckey.
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.
In 2017, the Nomination Committee held five meetings. Specifically in 2017, in relation to the Nomination Committee’s activities as set out the Mandate and Charter for the Nomination Committee, the Nomination Committee reviewed TDC’s corporate governance position for 2017 and proposed amendments for approval by the Board of Directors.
The Nomination Committee is composed of Arthur Rakowski (Chairman), Mike Partion and Nathan Luckey.
|Marianne Rørslev Bock|