On 6 May 2013, the Corporate Governance Committee published a number of new recommendations. The new recommendations replace the recommendations of 16 August 2011. The Committee has had special focus on (i) value generation, (ii) the board's self-evaluation, (ii) the board's involvement in the development of the company and (iv) active ownership. At the same time, the recommendations were reduced from 79 to 47.

NASDAQ OMX Copenhagen A/S has decided to implement the new recommendations. The recommendations will come into force on 1 June 2013 and must be applied by all companies with financial years starting on 1 January 2013 or later.

Background and general information on the new recommendations

The recommendations were updated based on the development of the concept sound corporate governance and the experience of affected companies and investors. There was also a wish to simplify the recommendations, which have therefore been reduced from 79 to 47. This reduced number was due to the Committee choosing to omit recommendations that already appeared from legislation or that were to a wide extent incorporated into general corporate practice. It is therefore not the opinion of the Committee that the corporate governance requirements are eased by the revision of the recommendations.

The simplification has resulted in a classification into five categories:

  • The company's communication and interaction with investors and other interested parties;
  • The tasks and responsibility of the board;
  • The composition and organisation of the board;
  • The board's fee; and
  • Financial reporting, risk management and auditing.

In addition to the classification into categories and the simplification, the Committee has also adjusted the comments to each recommendation. 

Importance has been attached to value generation, the board's composition and self-evaluation and its involvement in the company's development. At the same time, the Committee looked at how the company could support active ownership, and the new recommendations also seek to support a constructive dialogue with the shareholders. 

As a new thing, the Committee has decided which management structure listed companies should choose. And it is thus the Committee's opinion that companies should have a board of directors and an executive board. 

The importance of the new recommendations

The new recommendations are still based on the principle "observe or explain". This means that the board decides whether to observe the recommendations. The company must take a stand on the recommendations in a statement submitted in connection with the presentation of the annual report.

 The target group of the new recommendations is still Danish companies with shares listed on a regulated market. However, the recommendations may wholly or partly still serve as inspiration for companies that are not listed on a regulated market. 

Implementation

NASDAQ OMX Copenhagen A/S has decided to implement the new recommendations with the result that they are applied by companies with financial years starting on 1 January 2013 or later.

 You may find a survey comparing the new and old recommendations on her. (please note that the survey is in Danish).

contact

Lise Lotte Hjerrild

Partner

Christina Munck

Senior Attorney