Investor Presentaiton
54
A.P. Moller-Maersk Annual Report 2020
Directors' Report Governance
Corporate governance
•
•
Matters handled by the Board of Directors
during 2020 (including but not limited to):
•
.
.
•
Strategy and business plan review, target
setting and budget approval
Follow-up on M&A activities to ensure growth
of Logistics & Services
Review the implementation of a new safety
framework within the organisation
Monitor the company's financial policy,
credit rating, debt levels and capital structure,
including decision on dividend policy and
share buy-back programme
Monitor the implementation of the Tech
strategy and cyber security standards
Monitor the transformation and reorganisation
of the company to become the 'Global
integrator of container logistics'
Conduct Board evaluation
Nominate Blythe S. J. Masters as Board member
for the election to the Board at the Annual
General Meeting 2020
Approval of the Annual Report 2019 and the
2020 Interim Reports as well as review of
monthly and quarterly financial reporting and
forecasting
Approval of a Remuneration Policy for the
Board of Directors and Executive Board.
Matters handled by the Board Committees in 2020
(including but not limited to):
The Chairmanship
Preparations and planning in relation
to Board meetings
• Coordination and sparring with the
Executive Board.
The Audit Committee
• Monitor the financial reporting process,
including accounting estimates and judge-
ments, accounting policies and reporting
process integrity
Review annual and interim financial reports
Review of the company's Directors and
Officers Insurance
Monitor the effectiveness of internal control
systems, fraud risks and fraud prevention
Discuss key audit matters, monitor the
services, audit plans, reports, independ-
ence of external auditors, and recommend
statutory auditor for election
⚫ Monitor the Group Internal Audit function,
its independence, scope and performance,
resources and reporting, and the resolution
of audit findings
Oversee the company's Enterprise Risk
Management framework and processes
as well as review key enterprise risks and
related mitigation plans
Meet with the Head of Group Internal
Audit, CFO, Head of Group Finance, Head of
External Accounting and Tax, other func-
tional leaders and external auditors.
The Nomination Committee
•
Review and assess the composition, succes-
sion planning, competencies, and diversity
of the Board of Directors as a part of the
Board evaluation
Identify candidates (Blythe S. J. Masters) for
membership of the Board of Directors
Assess independence criteria of the Board
members.
The Remuneration Committee
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.
.
⋅
Review and define benchmarks for executive
remuneration
Review, monitor and propose to the Board
the scorecards and remuneration packages
of the Executive Board for 2020 and 2021
Review and propose a new Remuneration
Policy
Prepare the Remuneration Report
Propose fees for the members of the Board
of Directors.
The Transformation & Innovation Committee
Support the development of the trans-
formation and technology agenda by over-
seeing progress and prioritisation of pro-
jects and processes of strategic importance
Act as a sparring partner for the Executive
Board within innovation, consolidation and
growth, including M&A projects
•
.
Assist in setting the standard and ambition
level for the IT strategy and cyber security
as well as follow-up on progress.
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