Investor Presentaiton
50
A.P. Moller-Maersk Annual Report 2020
Directors' Report
Governance
Corporate governance
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Corporate governance
Corporate governance is an important aspect of A.P. Møller-Mærsk A/S
in line with the company values. A.P. Møller-Mærsk A/S is continuously
developing its corporate governance in response to the strategic develop-
ment, goals, and activities, as well as to the external environment and
input from stakeholders.
Core values
Constant Care
Take care of today, actively prepare
for tomorrow
Humbleness
Listen, learn, share, give space
to others
Uprightness
Our word is our bond
Our Employees
The right environment for the
right people
Our Name
Sum of how we live the Values and
how we are perceived
The five core values 'Constant Care', 'Humble-
ness', 'Uprightness', 'Our Employees' and 'Our
Name' remain pillars for the way in which
A.P. Møller-Mærsk A/S conducts its business.
Engrained in the company for more than a century,
these corporate values are continuously being pro-
moted throughout the global organisation and serve
as guiding principles for employees and leaders.
The governance structure supports close coordi-
nation between the Board of Directors (the Board),
the Executive Board and leaders throughout
the organisation. The structure promotes the
objectives of:
Early identification of opportunities,
challenges, and risks
Efficient processes for informed
decision-making
Continuous learning
• Proactive planning and agile execution
Sound controls, checks and balances,
and compliance
.
Clear allocation of authorities and
responsibilities
Safe operations.
The formal basis for the corporate governance of
A.P. Møller-Mærsk A/S consists of:
The Articles of Association. Available on
http://investor.maersk.com/corporate-govern-
ance
⚫ Rules of procedure applicable to the Board of
Directors and the Executive Board as well as pro-
cedures specific to each of the Board Commit-
tees. The Rules of procedure are available on
http://investor.maersk.com/corporate-govern-
ance
Policies and principles on health and safety,
legal compliance, working culture, tax and key
Environment, Social and Governance (ESG)
areas. Read more about our policies on https://
www.maersk.com/about
The internal governance framework (COMMIT)
stipulates more detailed policies, rules, instruc-
tions, and guidelines applicable to all group
entities and employees. Among others, the
framework covers enterprise risk management,
responsible procurement, anti-corruption, legal
compliance, etc., and is continuously updated.
The Maersk Whistleblower system, established
in 2011, enables employees and other stake-
holders in 130 countries to report wrongdoings.
Further information on whistleblower reports
is available in the Sustainability Report and on:
https://secure.ethicspoint.eu/domain/media/
en/gui/102833/index.html.
To organise and conduct Board of Directors meet-
ings in the most relevant and efficient manner,
the Board of Directors has established an Annual
Wheel in cooperation with the Executive Board.
The Annual Wheel outlines the main themes and
topics for each ordinary Board of Directors meet-
ing and areas on which the Executive Board is
expected to report as well as matters for delibera-
tion or approval by the Board of Directors
members. The Annual Wheel ensures that all rele-
vant topics are covered during the year, e.g. strategy,
people and capabilities, transparency and com-
pliance and risk.
Board evaluation
During September 2020, an externally facilitated
Board evaluation process was conducted, among
others covering the cooperation between the Board
of Directors and the Executive Board, the Chair-
man's role, the Board's and Board committees' work
and an assessment of Board capabilities relative
to those best supporting the company's strategy.
All members of the Board of Directors participated
in the evaluation and provided input via question-
naires, thus forming the basis of a comprehensive
evaluation report. The results were discussed in
plenary sessions by the Board of Directors, and
agreed improvements were implemented.
Main conclusions and outcome
of the board evaluation
The Board's work has undergone a positive devel-
opment in 2018-2020 by improving dynamics,
engagement and the level of challenges and spar-
ring offered by and among the Board of Directors
and the Executive Board. The Board evaluation con-
firmed the alignment on the top strategic issues
and continued focus on priorities and transparency.
The results and conclusions from the annual Board
evaluation, form the basis for the Nomination Com-
mittee's considerations and continued search for
future candidates to the Board of Directors.
Board composition
Based on the strategy to move from a conglom-
erate to a focused transportation and logistics
company, the Board initiated a process to define
the Board composition of the future. As part ofView entire presentation