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Investor Presentaiton

50 A.P. Moller-Maersk Annual Report 2020 Directors' Report Governance Corporate governance =1 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 of
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