DSV Annual Report 2022
37
DSV Annual Report 2022 Corporate governance and shareholder information
Corporate governance
The Board of Directors and the Executive Board form the governing body
of DSV, the ultimate authority resting with the shareholders at the General
Meeting. The allocation of tasks and responsibilities between the two boards is
defined by the Rules of Procedure.
Board
Committees
Annual General Meeting
Board of Directors
= III
Executive Board
Group
functions
Management structure
The Board of Directors outlines and supervises the overall vision, strategy
and objectives of the Group's business activities.
The Executive Board is responsible for the execution of these and for the
day-to-day management of the Group. It also provides input and supports
the work done by the Board of Directors.
Divisional Management is responsible for managing the operational activi-
ties of the divisions, supported by centralised Group functions.
The Board of Directors
Board composition
The Board of Directors must comprise five to nine members in accordance
with the Articles of Association and currently numbers eight. Directors are
elected for a term of one year, and new Directors are elected in accordance
with the applicable rules of the Danish Companies Act.
At the ordinary General Meeting in March 2022, Annette Sadolin resigned
from her position after serving more than 12 years on the Board. Benedikte
Leroy joined in her place, bringing substantial management experience from
the tech industry as well as extensive expertise in the fields of legal com-
pliance, ESG and business ethics.
All members of the Board of Directors are considered independent in ac-
cordance with the Danish Recommendation on Corporate Governance with
the exception of Birgit W. Nørgaard, who has served more than 12 years
on the Board. Birgit is not up for re-election at the Annual General Meeting
in 2023.
Board competencies
The Board is composed so as to ensure that the competencies of its mem-
bers are diverse and business relevant, so it can perform its duties as in-
tended. Overboarding is also taken into consideration when determining
the Board's composition.
The current competencies required of Board members are: knowledge
of the transport sector, international commercial experience as well as
experience in strategy, M&A, risk management, IT, human resources and
accounting. See page 40 for a description of the individual members'
competencies and experience.
Board self-evaluation
Once a year, the Board of Directors self-evaluates its composition, compe-
tencies and performance during the year. Diversity, overboarding, internal
management cooperation, succession planning and strategic focus areas
for the coming year are some of the topics evaluated.
Division Management
Road
Air & Sea
Solutions
OrganisationView entire presentation