Investor Presentaiton

51 A.P. Moller-Maersk Annual Report 2020 Directors' Report Governance Corporate governance =1 the Board evaluation 2018, key competencies and areas of experience and expertise required on the Board were identified to be: Shipping, trans- port and logistics, IT/digital/tech and e-commerce, business transformation, innovation and entre- preneurship, asset heavy industries, finance and accounting, risk management, global leadership and board service in stock listed companies. Consequently, the Nomination Committee initiated a search for Board candidates with relevant addi- tional competencies to complete the Board's over- all, collective capabilities. At the Annual General Meeting in 2019, Bernard L. Bot and Marc Engel were elected members of the Board of Directors bringing competencies within global transport and logistics. At the Annual General Meeting in 2020, Blythe S. J. Masters was elected, bringing compe- tencies within financial services, technology, start- ups and blockchain. Diversity When assessing the composition of the Board, the Nomination Committee also considers diver- sity and setting of the target for the underrepre- sented gender on the Board of Directors in accor- dance with the Danish Company's Act § 139c. In 2019, the Board of Directors re-adopted the target for the underrepresented gender on the Board of Directors: Three female Board members elected by the general meeting if the Board consists of less than 12 members and four female Board mem- bers elected by the general meeting if the Board consists of 12 or more members. The target has to be met by end 2023. As the Board consists of ten members of which three are female the target is currently met. The Board will continuously assess whether the target set in 2019 is still ambitious. The company keeps focus on driving diversity both on managerial levels and on the Board. Further information on diversity can be found in the company's Sustainability Report. Disclosure regarding change of control The EU Takeover Bids Directive, as partially imple- mented by the Danish Financial Statements Act, requires listed companies to disclose information that may be of interest to the market and poten- tial take-over bidders, in particular in relation to disclosure of change-of-control provisions. A.P. Moller Mærsk A/S discloses that the group in the ordinary course of business has agreements with business partners which could be terminated in case of a change of control. However, given the ownership structure of A.P. Moller - Maersk, the risk is considered to be very remote. Recommendations for corporate governance As a Danish listed company, A.P. Møller-Mærsk A/S must comply with or explain deviations from the 'Recommendations for Corporate Governance' implemented by Nasdaq Copenhagen in the Rules for issuers of shares and Section 107b of the Danish Financial Statements Act. The Board of Directors has prepared a statement on corporate governance for the financial year 2020. This statement includes a description of the company's approach to the recommendations in the 'Recommendations for Corporate Gover- nance'. Reporting on compliance with the Corpo- rate Governance recommendations can be found on http://investor.maersk.com/corporate-gov- ernance The main elements of the company's internal control and risk management systems in connection with its financial reporting The company's risk management and internal con- trols in connection with its financial reporting are planned to reduce the risk of errors and omissions in the financial reporting. Control environment The Board of Directors, the Audit Committee and the Executive Board regularly assess mate- rial risks and internal controls in connection with the company's financial reporting process. The Audit Committee has a supervisory responsibility and reports to the entire Board of Directors. The responsibility for the everyday maintenance of an efficient control environment in connection with the financial reporting rests with the Exec- utive Board. The management of the brands and business units are responsible for ensuring an efficient control environment for the respective brand or business unit. Based on the applicable rules and regulations, the Board of Directors and the Executive Board pre- pare and approve the general policies, procedures, and controls in significant areas in connection with the company's financial reporting. The starting point is a clear organisational struc- ture, clear chains of command, authorisation and certification procedures, and segregation of duties as well as adequate accounting and consolidation systems, including validation controls. In addition, the company has set up policies, manu- als, and procedures within relevant areas in connec- tion with its financial reporting. The policies, manu- als, and procedures are updated on an ongoing basis. Risk assessment and management At least once a year, as part of the risk assess- ment, the Board of Directors, the Audit Commit- tee and the Executive Board undertake a general identification and assessment of risks in connec- tion with the financial reporting, including the risk of fraud, and consider measures to be imple- mented to reduce or eliminate such risks. Decisions on measures to reduce or eliminate risks are based on an assessment of materiality and probability of errors and omissions. Control activities Specific control activities have been defined for each significant brand and business unit. The performance of such control activities is monitored on brand and business unit level as well as on a corporate level. This monitor- ing includes controller reports with follow-up on findings and recommendations as well as an annual statement of representation from man- agement of the most significant brands and business units. Information and communication The Board of Directors is overall responsible for the company having information and report- ing systems in place to ensure that its financial reporting is in conformity with rules and regula- tions. For this purpose, the company has set out detailed requirements in policies, manuals, and procedures and a global consolidation system with related reporting instructions has been implemented. Also, risk and control catalogues have been established and collated for all sig- nificant brands and business units as well as for corporate functions.

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