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 representation 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.
Even though Trifork currently is not listed on any public stock exchange, 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 November 2017) 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:

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 an 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 company’s 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 all over Europe and America 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 favour of recruiting women to get a sensible mix of genders in the management level. Today 25% 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 general should reflect the diversity of gender in each type of business unit.

Compliance is a Responsibility (Whistle blower)

Failures to act ethically and violations of the Code of Conduct and company policies can impact Trifork’s business and reputation, and can have serious consequences for all stakeholders, including employees, shareholders, consumers, business partners and our communities. Whenever Trifork becomes aware of a violation of the Code of Conduct, Company Policy or applicable law, we will act to correct the problem and prevent future occurrences. Depending on the circumstances, the corrective and preventive steps might include training, counselling and disciplinary actions up to and including termination of employment and civil or criminal prosecution.

Trifork values our employees, partners and clients responsibility to speak up when they are in a situation where they believe this may violate or lead to a violation of the Trifork Code of Conduct, company policy or legislation. As a general matter, if any you have questions or concerns about compliance with this Code or you are just unsure of what the “right thing” is to do, you are encouraged to speak with your supervisor, manager, contact or other appropriate persons within Trifork. If you do not feel comfortable talking to any of these persons for any reason, you should contact the CEO of Trifork Holding AG mr. Jørn Larsen jla@trifork.com or Corporate Legal officer attorney-at-law Chresten Plinius cpl@trifork.com. Alternatively you can report the case via our whistle-blower system (see below).

If you report an activity that you consider to be illegal or dishonest you are not responsible for investigating the activity or for determining fault or corrective measures; appropriate management officials are charged with these responsibilities.

Examples of illegal or dishonest activities are violations of state or local laws; billing for services not performed or for goods not delivered; and other fraudulent financial reporting.

Whistleblower – protocol

Acting as a whistleblower gives protections in two important areas;

  1. Confidentiality and against retaliation. Insofar as possible, the confidentiality of the whistle-blower will be maintained. However, identity may have to be disclosed to conduct a thorough investigation, to comply with the law and to provide accused individuals their legal rights of defence.
  2. Trifork will not retaliate against a whistle-blower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistle-blower who believes he/she is being retaliated against must contact Trifork Holding AG chairman Olivier Jaquet whistleblower@trifork.com with cc. to attorney at law Chresten Plinius cpl@trifork.com. The right of a whistle-blower for protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated.

Trifork wants to operate a transparent and fair business with respect of democratic rules and trust in people as such we are  committed to detect and prevent financial fraud, business ethics misconduct, security and/or data protection breaches etc. We encourage anyone to disclose your identity when reporting, but you can chose to be anonymous. To ensure full anonymity it is however necessary to file the report from a private computer that is not on Trifork’s corporate network (incl. VPN).

How to file a report:
You file a whistle-blower report by sending an email to our chairman Olivier Jaquet whistleblower@trifork.com with cc. to attorney at law Chresten Plinius cpl@trifork.com. Please be advised the whistle-blower system may not be used to file reports in bad faith, e.g. to make false accusations, or to deliberately report untrue information or to report as an act of spite. We encourage you to disclose your identity when reporting.  

All reports are treated in a confidential and secure manner.

For further information on the CSR and Corporate governance policies in Trifork is referred to the latest annual report of the company.

What can be reported
The whistle-blower system may only be used to report on significant findings in the following areas:

  • Financial fraud: e.g. economic crime, including bribery, fraud and forgery etc.
  • Severe business ethics misconduct 
  • Severe security and/or data protection breach

Matters such as bullying, dissatisfaction with wages, violations of the alcohol policy, etc., should not be reported here. They should instead be reported through the normal communication channels.

The whistle-blower system may only be used for filing reports in good faith. Trifork company culture does not accommodate person(s) filing reports in bad faith or as an act of spite.

Anonymity
The whistle-blower system may only be used to report on significant findings in the following areas:

When reporting you may choose to be anonymous. Whether you choose to be anonymous or not, the person(s) your identity will be kept confidential.
We encourage you to identify yourself, as this may be vital for the future investigation. 
To secure anonymity you must:

  • avoid reporting from a device provided by your employer
  • avoid reporting on a device connected to company’s network
  • ensure that no meta-data is included in documents uploaded

Please avoid writing personal details.

For further information on the CSR and Corporate governance policies in Trifork is referred to the latest annual report of the company.