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Corporate GovernanceTopoTarget generally follows the Nørby Committee’s report of 6 December 2001 (the “Nørby Report”) on corporate governance. In particular, an appropriately qualified Board of Directors has been appointed. The key considerations in the appointment of the TopoTarget Board were the professional background and industry experience of each candidate. [See the “– Board of Directors” section of the website to gain information on the background of each of the Company’s Board members]. Election to the Board of Directors is restricted to persons under the age of 70. Additionally, the activities of the Board of Directors are governed by an internal set of procedural rules.The Company’s Board of Directors has established a Compensation Committee whose sole purpose is to evaluate and make recommendations to the Board of Directors regarding the remuneration paid to members of the Board of Directors and Senior Management as well as to make recommendations in relation to employee incentive programmes.Also, the Board of Directors has established an Audit Committee whose sole purpose is to review the financial controls and to work with the independent auditors in connection with their audit of the Company’s financial statements and make reports and recommendations to the Board of Directors on these matters.Finally, internal rules in the form of a Management Instruction governing the allocation of powers between the Company’s Board of Directors and Senior Management have been established.The Company intends to have on-going policy of actively pursuing a strategy of good corporate governance consistent with the main recommendations of the Nørby Report.
Retningslinier for incitamentsaflønning Incentive pay guidelines
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