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52 A.P. Moller-Maersk Annual Report 2020 Directors' Report Governance Corporate governance =1 Monitoring The monitoring of risk management and control systems in connection with financial reporting takes the form of ongoing assessments and con- trol at different levels within the company. Any weaknesses, control failures, and violations of the applicable policies, manuals, and procedures or other material deviations are communicated Framework for corporate governance Shareholders ↓ Board of Directors Chairmanship Audit Committee Nomination Committee Remuneration Committee Transformation & Innovation Committee Group Internal Audit Executive Board Organisation upwards in the organisation in accordance with relevant policies and instructions. Any weaknesses, omissions, and violations are reported to the Exec- utive Board. The Board of Directors and the Audit Committee receive reports from the Executive Board and from Group Internal Audit on the com- pliance with the guidelines, etc., as well as on the weaknesses, omissions, and violations of the poli- cies, procedures, and internal controls found. The auditors elected by the Annual General Meeting account for any identified significant deficiencies in the internal control systems related to financial reporting in the Auditor's Long-form Report to the Board of Directors. Identified deficiencies in inter- nal control systems are reported in management letters to the Executive Board. Governance structure Shareholders and the General Meetings The General Meeting is the supreme governing body of A.P. Møller-Mærsk A/S. The shareholders exercise their rights at the General Meeting, e.g. in relation to electing the Board of Directors mem- bers and the auditors of the company, approving the annual reports and dividends, deciding on the articles of association and on proposals submit- ted by shareholders or the Board of Directors. The company has two share classes: A shares carrying voting rights and B shares without voting rights. A and B shares carry equal economic rights and are traded publicly at Nasdaq Copenhagen. Board of Directors A.P. Møller Mærsk A/S has a two-tier manage- ment structure consisting of the Board of Direc- tors and the Executive Board as illustrated. There is no overlap between members of the Board of Directors and members of the Executive Board. By inviting business leaders, functional leaders, and relevant experts to participate in parts of its meet- ings, the Board of Directors and its committees interact with representatives from various parts of the organisation as well as external specialists. The Board of Directors lays down the general busi- ness and management principles and ensures the proper organisation and governance of the com- pany. Furthermore, the Board of Directors decides the strategy and the risk policies and supervises the execution of the strategy as well as the performance of the company and its management. The Board of Directors appoints members of the Executive Board. The Board of Directors shall consist of four to 13 members elected by the General Meeting. The Board members are elected for a two-year term. There are Board members up for election every year to ensure continuity in the work of the Board of Directors. Board members are eligible for re-election. At the Annual General Meeting on 23 March 2020, Niels B. Christiansen stepped down from the Board of Directors, and the Annual General Meeting elected Blythe S. J. Masters as a new member. The Board of Directors consists of 10 members, all elected by the General Meeting. Six of the members of the Board of Directors, includ- ing the Chairman, are independent. The Chairman of the Board of Directors and the chairmen of the committees, except the Nomination Committee, are independent. Further information on the members of the Board of Directors, committees as well as the Board members' participation in Board and committee meetings is available on the company webpage and below. The Board of Directors plans seven to nine ordi- nary meetings per year. The Board of Directors has established the following committees: The Chairmanship The Chairmanship consists of the Chairman and the Vice Chairman, who are elected by and among the members of the Board of Directors. The Chairmanship performs certain preparation and planning in relation to Board meetings and is a forum for the Chairman's and management's reflections. The Chairmanship meets regularly and as required. The Audit Committee The Audit Committee consists of three to four Board members appointed by and among the Board members. The Committee reports to the Board of Directors. The tasks of the Audit Com- mittee include the review of accounting, auditing, risk and control matters, which are dealt with at meetings with the external auditors, the CFO, Head of Group Finance and the heads of the account- ing and internal audit functions. Furthermore, the Committee is tasked with reviewing material on related parties' transactions. All members are independent. The Committee plans six to seven ordinary meetings per year. The Nomination Committee The Nomination Committee consists of three Board members, one of whom is the Chairman of the Board. The members are elected by and among the Board members, and the Board appoints the chairman of the Committee. The Nomination Com- mittee assists the Board by establishing an over- view of the competencies required and represented on the Board, and reviews the structure, size, com- position, succession planning, and diversity of the Board of Directors. The Committee also reviews the application of the independence criteria, initiates

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