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Opdateret  04-06-2010

Corporate Governance 

Corporate Governance

The Board of Directors and the Management of Søndagsavisen discuss and take a position on the Company’s Corporate Governance policies and procedures. NASDAQ OMX Copenhagen’s ”Recommendations for Corporate Governance” in listed
companies form, together with current legislation and guidelines laid down by the Board of Directors, the basis of this work.

The Board of Directors is of the opinion that the Company fundamentally meets NASDAQ OMX Copenhagen’s ”Recommendations for Corporate Governance”, and the Board of Directors is constantly considering how and to what extent the recommendations can contribute to ensuring maximum value addition for the companies’ shareholders.

The areas for which Søndagsavisen has laid down guidelines and policies differing from ”Recommendations
for Corporate Governance” are described below.

The role of the stakeholders and their importance to the Company.
The Group wishes to enter into an open, active and constructive dialogue with all stakeholders in and around the Company, and it is constantly striving to ensure that the interests and roles of the stakeholders are respected. The Group has not previously had a genuine stakeholders policy, which defines and regulates the Company’s relations with its stakeholders.
However, such a policy will be prepared and published in 2010. 

Openness and transparency
In compliance with the stock exchange rules for companies listed on NASDAQ OMX Copenhagen, Søndagsavisen wishes to practise openness about the Company’s activities and transactions. Business procedures have been established, which ensure that all significant information is fully published in stock exchange announcements in both Danish and English on the Company’s website. Søndagsavisen publishes interim financial statements for six months, an annual report and interim management statements for the first and third quarters of the financial year.

The Board of Directors has commenced the preparation of a genuine information and communication policy, which formulates business procedures and intentions in this area. This policy will be published in 2010.

The composition of the Board of Directors
The company has not set any age limit for directors as the Board of Directors believes that what determines whether the individual person can add value to the work of the Board of Directors is the member’s experience and qualifications and not his age.

The work of the Board of Directors and Management is evaluated on a continuous basis in an open dialogue among the partners at the initiative of the chairman of the Board of Directors, and not in accordance with a fixed procedure.

 
  

Richard Bunck, the chairman of the Board of Directors of Søndagsavisen a-s is also a major shareholder and is therefore not an independent member of the Board of Directors. Ulrik Holsted-Sandgreen is an attorney-at-law and partner at the law firm, Bech-Bruun advokatfirma, which provides professional advice to the Company. Therefore, Ulrik Holsted-Sandgreen is also not to be considered independent. The two other members of the Board of Directors are independent to the effect that the recommendation that at least half the Board members should be independent is met.

Søndagsavisen has no employee directors.

Remuneration to the members of the Board of Directors and the Management
The remuneration of the Board of Directors, Management and managerial staff is disclosed in the Annual Report. The aim of the overall remuneration policy of Søndagsavisen is to ensure that the company offers competitive remuneration based on efforts and performance and at the level of comparable listed companies. The remuneration policy, which is reproduced below, is intended to help attract and retain qualified members of both the Company’s Board of Directors and the Management.

Board members receive a fixed annual fee and do not take part in Søndagsavisen a-s’ share option programme, nor do they receive any bonus.

The members of the Company’s Management, the other managers and deputy managers receive a fixed basic pay and a company-paid pension contribution at a competitive level. Additionally, there is a bonus plan based on growth in revenue, growth in EBIT and at the level of EBIT for the year. This bonus, which prioritises profitable revenue growth, is limited to a maximum of 100 per cent of the annual basic pay.


In connection with any dismissal of members of the Management or other managerial staff, the maximum term of notice is normally 12 months and the severance pay is normally a total of 12 months’ pay, and in one case a maximum of 36 months’ pay. No defined benefit pension plans have been established.

As the Board of Directors considers information about remuneration to be a private matter, no information is published about the individual severance schemes of the individual members of the Board of Directors and Management nor about their remuneration. As a result, the Annual Report only discloses the total remuneration for the Board of Directors and, for the Management, its total remuneration and amount of bonus paid.

 
 

 

North Media A/S - CVR-NR: 66 59 01 19 - Gladsaxe Møllevej 28 - 2860 Søborg - Telefon: 39 57 70 00 - Telefax: 39 66 74 15