Corporate governance

Management in Trifork

The Board of Directors consists of one or several members and are elected by the Ordinary shareholders’ meeting for a period of one year. The members of the Board of Directors may be re-elected without limitation. The shareholders’ meeting elects the Chairman of the Board of Directors.

The board members as well as  the management shall carry out their duties with due care and must duly safeguard the interests of the company. The management represents the company towards third parties if the represenation has been delegated by the Board of Directors.

The organisation of Board of Directors and management is done in the following way:

Corporate Governance

The Board of Directors and the management in Trifork always relate to corporate governance and its interaction with its shareholders.
The NASDAQ OMX’s  “Recommendations on Corporate Governance”, current legislation and the guidelines established by the Board of directors for the management, is the foundation of this work.

The recommendations (last updated August 2013) include shareholders’ role and interaction with the company management policy for the company’s stakeholder relations, policy information and communication, the tasks and responsibilities, board composition, board and executive remuneration, risk management and auditing.

Trifork either follow these recommendations or explain why the recommendations as a whole or in part are not followed.
This is reported by Trifork each year in the annual report for the current year and reported on this web-site. The recommendations specify that it is equally legitimate to explain its position as to follow a specific recommendation. The key is to create transparency in corporate governance matters. The Trifork Board of Directors agrees with this point of view.

The Board of Directors believes that Trifork in general meets the recommendations. Selected information requirements in relation to the recommendations are published below. The overall review of the recommendations can be found here (2013), (2012), (2011) and (2010).

Capital and share structures

The Board regularly assesses whether the company’s capital and share structure remains the shareholders and the company interest.

The Supervisory Board believes that its structure is currently satisfactory and a good way of creating the framework for its continued operation.

Audit Committee

The Board may appoint committees for special tasks, but have not yet found it necessary to establish proper standing committees or other committees. The full Board shall exercise such audit committee functions.

The Audit Committee will monitor the company’s financial reporting, internal control, risk management and ensure that the statutory audit is planned and implemented in aan appropriate manner, taking the company and the group’s size and complexity into account

Remuneration policy for the Board of Directors 

Board
The Board receives a fixed annual fee for the performance of the normal duties.
Management can ask for support to special tasks. In such cases the Board members will be reimbursed on the basis of the consumed number of hours at an hourly rate  (based on market terms in relation to the service provided).
The company has not granted the company’s senior management benefits of any kind and have not entered into agreements of any kind, other than those mentioned here.

Management
Every year, the Executive management receives a fixed fee, agreed upon by the Board.
Added to this are variable bonus models that may represent a smaller portion of the total compensation, if the Board finds that this would help to promote specific goals for the business year. Where applicable, all metrics are agreed upon in a detailed agreement in order to ensure accountability, control and performance criteria.
Presently, the Board does not intend to use incentive programs in the remuneration of the board in the form of warrants or option awards.

Employee representatives in the Board

Trifork follows the legislation on this area. At present there is no elected employee representative in any of the Group’s companies.

Internal audit

The Board has not yet assessed a need for the establishment of an internal audit, as the current control measures are assessed as adequate in relation to the size of the companys business.

Diversity in Management

The Board of directors and Executive management in Trifork have an on-going process in discussing and assessment of the composition of the management level in the company.
Trifork has many activities both in Denmark and abroad and within many different industries. It is therefore important for the company that the management level also reflects a spread in both gender, culture, nationality, etc. This in order for the company to create a dynamic organization that functions in an international environment, and in the best possible way can identify with and solve challenges for its customers. Trifork very much look at qualifications when hiring management. There is not a specific target on a certain percentage of management to be in the different categories – but in general Trifork are in favor of recruiting women to get a sensible mix of genders in the management level. Today 33% of the management level in Trifork are women. This is considered a sensible level of gender balance in an industry where there is a strong predominance of men. The policy for other managers is that management in generel should reflect the diversity of gender in each type of business unit. In Agile the target is to have 50% women in management. Currently 66% is women. In Mobile and Cloud which are very dominated by men there is no specific target but also no restrictions. Currently 10% of managers are women. In the administration unit the target is to have 50% women. Currently 50% is women.

For further information on the CSR and Corporate governance policies in Trifork is reffered to page 26-27 in the latest annual report of the company.

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