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C25 companies on Nasdaq Copenhagen Remuneration | Composition | Board of directors and executive management | 2019

Content

Introduction 5 Highlights from this yearâ€™s benchmark survey 7 Introduction to the new legal framework on remuneration policies and reports 9 Overview Companies, tables and statistics

Overview Board of directors and executive management

Board of directors | Remuneration

Board of directors | Composition

Executive management | Remuneration & composition 47 Corporate governance Recommendations on remuneration & composition

Incentive schemes

Regulatory framework

How to get in touch

Important information The information relied upon in this benchmark analysis is solely provided by C25 companies in their annual reports for the financial year 2018 and any additional information published on the companies’ websites or in their company announcements, i.e. minutes from annual general meetings. Ambu A/S, Chr. Hansen Holding A/S and Coloplast A/S do not have a financial year following the calendar year and, thus, the basis of figures relates to the financial year 2017/2018. Similarly, the information on the composition of the board of directors is derived from the companies’ annual reports and does not factor in board members elected after the reporting date of these annual reports, unless stated otherwise. The level of disclosure present in the annual reports of the individual companies may vary and therefore the information provided by the individual companies may not be easily comparable in all instances. This benchmark analysis contains consolidated figures regarding the remuneration of the executive management and the board of directors of certain companies listed on Nasdaq Copenhagen 4

A/S. All figures are presented as reported by the companies. Throughout the survey, remuneration in connection with redundancy, resignation and release from duty to work has been excluded. Amounts described as being “paid” throughout the survey may actually be allocated accounting costs and not actually paid at the date of the survey. A number of the companies included in this benchmark analysis conduct their annual reporting in currencies other than DKK and, consequently, these figures are converted into DKK based on the exchange rates as of the reporting date of the respective companies’ annual reports. When reference is made to numbers prior to 2017, the numbers relates to the C25 companies at the time and not the current C25 companies unless stated otherwise. On this basis, the benchmark analysis does not purport to be all-inclusive and it is therefore not to be considered an exhaustive presentation of the remuneration, composition etc. of the executive management and the board of directors in Danish C25 companies.

Introduction

Contact

This benchmark analysis is intended to describe trends and developments in the remuneration and composition of the board of directors and the executive management for the financial year 2018 as well as the annual general meetings held in 2019 and serves as a tool to assist the board of directors in understanding and complying with the duties imposed through continuously evolving rules and legislation. The topics of remuneration and composition of the board of directors and executive management continue to be of significant interest to Danish companies, regulators and other stakeholders. The trend of an increasing representation of non-Danish board members on the board of directors as well as increased gender diversity on the board of directors continues among the C25 companies, while the regulatory landscape has remained relatively unchanged in these areas. Meanwhile, the Danish Companies Act has been amended to implement the amended second EU Shareholder Rights Directive (SRD II) into Danish law. The new rules were finally adopted on 4 April 2019 and entered into force on 10 June 2019. SRD II aims to increase transparency on remuneration as well as create a stronger link between pay and the performance of the management. Pursuant to the new regulatory framework, companies must prepare a remuneration policy and an annual remuneration report providing an overview of remuneration granted to a company’s management and board of directors. The new rules will provide shareholders with comparable information on the change of remuneration for each individual management member and the performance of the company. Shareholders will have the right to vote on the remuneration policy of the company and a right to an advisory vote on a remuneration report. This survey provides a further description of the new rules on remuneration policies and remuneration reports.

Rikke Schiøtt Petersen

Partner, member of the Committee on Corporate Governance Gorrissen Federspiel Advokatpartnerselskab D +45 33 41 42 71 | M +45 24 25 28 24 rsp@gorrissenfederspiel.com

Niels Heering

Partner Gorrissen Federspiel Advokatpartnerselskab D +45 33 41 41 10 | M +45 40 17 75 31 nh@gorrissenfederspiel.com

Morten Skjønnemand

Partner Gorrissen Federspiel Advokatpartnerselskab D +45 33 41 41 07 | M +45 24 28 68 69 msk@gorrissenfederspiel.com

We hope that this benchmark analysis may serve to assist our readers in their considerations. We welcome any feedback or suggestions for improvement to future iterations of this publication. We would also like to thank our dedicated team, who has assisted us with preparation, attorney Camilla Arup-Reese, assistant attorney Laura Düring Krabbe, assistant attorney Mazlum Güngör, assistant attorney Morten Melchior Gudmandsen and assistant attorney Julie Charlotte Münter. Gorrissen Federspiel Advokatpartnerselskab

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Highlights from this year’s benchmark survey Remuneration for the board of directors

In 2018, the average total remuneration received by the board of directors amounted to DKK 7.8 million per company. The average base fee for a member of the board of directors of a C25 company was DKK 406,159 and the chairman received on average 3 times the base fee, while the deputy chairman on average received 1.8 times the base fee. The average base fee level has slightly increased from 2017 to 2018, having increased by 2.9%. The average total remuneration to board members has seen a slightly bigger increase of 3.8% from 2017 to 2018.

Board committees and remuneration

In 2018, all of the C25 companies had an audit committee; 96% (23 out of 24) had a remuneration committee or a compensation committee; and 88% of the companies (21 out of 24) had a nomination committee. The fees for the audit committee positions were generally around the same level as in 2017. The fees for the remuneration and nomination committee positions have generally decreased.

Composition of the board of directors

The total number of board members (both elected by the general meeting and employee elected members) in the C25 companies included in the survey in 2018 was on average 9.9 members which is approximately the same as in 2017. In total, 41% of the board members elected by the general meeting were of another nationality than Danish corresponding to a slight increase compared to last year. On average, the C25 companies included in the survey had between six and seven board members elected by the general meeting and on average 1.8 female board members elected by the general meeting. Three companies had no female board members elected by the general meeting. The total number of female board members elected by the general meeting has increased by 2.4% since 2017 from 42 to 43, meaning that an average of 25.8% of the board members elected by the general meeting were female in 2018.

Remuneration for the executive management

Executives’ remuneration plays a key role in aligning the interests of the executive management and shareholders and ensuring that the executives act in the best interests of the company. Executives’ remuneration must also respond to the increasing challenges that the external global market places on companies. In 2018, the total remuneration for the executive management on average increased by 7.5% compared to 2017 and the majority of the C25 companies offer cash bonuses as part of their incentive schemes for the executive management. The average total remuneration in 2018 for the executive management was DKK 45.9 million per company. The average cash-based remuneration paid to the executive management (fixed salary including pension and benefits as well as cash bonus) amounted to DKK 34.5 million in 2018, while the average share-based remuneration was DKK 11.2 million. The increase in the total average remuneration to the executive management is mainly driven by a few but notable large increases in both the fixed salary and the cash-bonus. Globalisation and increased international competition to attract executive talent, the so called “war for talent”, is considered one of the reasons for this market increase in remuneration. Companies are increasingly aligning remuneration with the global market in order to remain competitive and retain and attract the best qualified management. The average total remuneration to the CEO amounted to DKK 20.3 million. The average fixed salary paid to the CEO was DKK 10.3 million; the average cash bonus was DKK 3.7 million; and the average share-based remuneration was DKK 7 million.

Introduction to the new legal framework on remuneration policies and reports

Remuneration policies | Then and now

Remuneration policies pursuant to the new regime | General overview and procedure

Overall, existing remuneration policies drawn up in compliance with recommendation 4.1.1 will to a fair degree already cover items imposed by the change in the regulatory regime.

Under the new legal regime, the remuneration policy must be clear and comprehensible and must contribute to the business strategy, long-term interests and sustainability of the company. Accordingly, the remuneration policy should contain a comprehensive description of the remuneration which are or may be awarded to members of the board of directors and executive management.

Recommendation 4.1.1

Primary purpose

Explanation of contribution to business strategy, long-term interests and sustainability

Description of correlation between the remuneration policy and the company’s long-term value creation and relevant related goals

Main content

Description of remuneration components

Employees

Explain how pay and employment terms of employees of the company were taken into account when establishing the policy

Not part of the recommendation

Arrangements with management

Guidelines on duration of contracts or arrangements with management including termination and payments related to termination

Not part of the recommendation

Decision making process

To include explanation on the decisionmaking process followed for the policy’s determination, review and implementation

Not part of the recommendation

Performance criteria

To include information on financial and non-financial performance criteria

Description of the criteria that form the basis for the balance between the individual remuneration components

According to the most recent corporate governance reports published, all Danish C25 companies prepare and publish remuneration policies and have such remuneration policies approved by the general meeting at least every fourth year and upon any material amendments in accordance with the Corporate Governance recommendation no. 4.1.1. The new regime introduces a number of new items to be included in the remuneration policy. According to the Danish Companies Act sections 139 and 139a, the remuneration policy may (still) be drawn up as a an overall ‘framework’ with general principles under which the actual remuneration applied to members of the board of directors and executive management may be individually granted. The policy must be drafted in a way in which it appears clear and comprehensible. A remuneration policy that is compliant with the Danish Companies Act sections 139 and 139a must be approved by the annual general meeting in 2020. It is advisable that the remuneration policy be drafted in a way which allows for a certain degree of flexibility. 10

“

The Danish Companies Act section 139 and 139a

Remuneration is one of the key instruments for companies to align their interest and those of their directors | Recital 28 of the SRD II

The remuneration policy must be approved with every material amendment and at least every four years. If the general meeting does not approve the policy, the board must propose an amended policy for approval no later than at the following annual general meeting. The company may remunerate in accordance with existing practice until a new policy is approved by the general meeting. The policy must be published as soon as possible on the company’s website following the adoption and remain public for as long as it is applicable. Further, the date and result of the vote on the adoption of the policy must be published on the website. The provisions of the remuneration policy must be observed when remunerating members of board of directors and executive management, however, under specific circumstances the board of directors may decide to derogate from the policy if the policy specifically provides for a procedure for derogations which include specification of which elements of the policy may be derogated from.

Seven key content requirements of the remuneration policy pursuant to the Danish Companies Act section 139a

Explanation on how the remuneration policy contributes to the company’s business strategy, longterm interests and sustainability

Description of the different components of fixed and variable remuneration including all bonuses and other benefits – including indication of the relative share of components

Explanation on how employees’ salaries and terms of employment have been taking into account when adopting the policy

Guidelines for length of contracts or arrangements with management, material contents of supplementary pensions or arrangements for early retirement as well as for terms of resignation, resignation periods and payments linked to resignation

Explanation on decision-making process when adopting the policy, its revision and its completion, including provisions to avoid or manage conflicts of interest

6 Financial and non-financial performance criteria including, if relevant, criteria regarding CSR and an explanation on how the criteria contribute to the company’s business strategy, long-term interests and sustainability as well as the methods to be applied when assessing if criteria have been met; and on possible postponement periods and any claw-back provisions

7 If share-based remuneration is applied, guidelines for vesting and, if relevant, holding requirements for shares after vesting as well as an explanation on how the sharebased remuneration contributes to the company’s business strategy, long-term interests and sustainability

Remuneration reports pursuant to the new regime | General overview and procedure

Draft guidelines on the presentation of the remuneration report

Pursuant to the Danish Companies Act section 139b, the remuneration report must be clear and understandable and provide a comprehensive overview of the remuneration, including all benefits in whatever form, awarded or due to individual members of management, including newly recruited and former members, during the most recent financial year. The information must be provided only to the extent that it is relevant. See the following page for specific content requirements.

SRD II provides a mandate to the EU Commission to adopt guidelines on a standardised presentation of the remuneration report. In this respect, the EU Commission has issued a set of draft guidelines, which are not yet implemented but went out for public consultation on 1 March 2019.

The company must not include the special categories of personal data of individual members of management within the meaning of Article 9(1) of the General Data Protection Regulation or personal data which refer to the family situation of individual members of management. At the annual general meeting the company must hold an advisory vote on the remuneration report of the most recent financial year. The company shall explain in the following remuneration report how the vote by the general meeting has been taken into account. The report must be published as soon as possible on the company’s website following the general meeting and remain available on their website, free of charge, for a period of 10 years. The company may choose to keep it available for a longer period provided that it no longer contains personal data. This means that a new non-individualised version of the remuneration report must be made leaving out specific remuneration to individual members of the board of directors and the executive management. This will as a minimum require that the names of all the management members are removed. A remuneration report drawn up in accordance with section 139b of the Danish Companies Act is subject to an advisory vote at the annual general meeting. Accordingly, remuneration reports for the financial year 2020 are subject to advisory votes at the annual general meetings in 2021. As the vote on the remuneration report is advisory, it is recommended that the advisory vote is included on the agenda for the annual general meeting as a separate item after the agenda items related to the annual report and prior to the approval of the remuneration for the current financial year.

The draft guidelines contain a set of key principles that companies should consider when preparing their remuneration report, and the guidelines provide a standardised method of presentation for companies to follow in this regard. The draft guidelines also include tables for presenting the different categories of information.

The standardised presentation in headlines ▪▪ Introduction providing a general overview of the last financial year ▪▪ Information on the total remuneration of the members of management ▪▪ Information on share-based remuneration ▪▪ Information on any use of the right to reclaim remuneration ▪▪ Information on how the remuneration complies with the remuneration policy and how performance criteria have been applied ▪▪ Information on derogations and deviations from the remuneration policy and from the procedure for its implementation ▪▪ Comparative information on the change of remuneration and company performance ▪▪ Information on advisory vote at the general meeting

Six key content requirements of the remuneration report pursuant to the Danish Companies Act section 139b Where applicable, the remuneration report shall contain the following information regarding each individual member of the board of directors and the executive managementâ€™s remuneration:

The total remuneration split out by component, the relative proportion of fixed and variable remuneration, an explanation on how the total remuneration complies with the adopted remuneration policy, including how it contributes to the long-term performance of the company, and information on how the performance criteria have been applied

The annual change of remuneration of the performance of the company; and of average remuneration on a full-time equivalent basis of employees of the company other than members of management over at least the five most recent financial years presented together in a manner which permits comparison

Any remuneration from any undertaking belonging to the same group

The number of shares and share options granted or offered and the main conditions for the exercise of the rights, including the exercise price and date and any change thereof

Information on the use of the possibility to reclaim variable remuneration

6 Information on any deviations from the procedure for the implementation of the remuneration policy and on any derogations from the remuneration policy, including an explanation of the exceptional circumstances and an indication of the specific elements derogated from

Layout of remuneration reports of Large Cap companies 82.4% of the Danish Large Cap companies prepare a remuneration report. 46.4% of these companies have included the remuneration report as a part of the companiesâ€™ annual report, 42.9% of the companies have prepared a stand alone-remuneration report, and the remaining 10.7% have both included the remuneration report in their annual report and have prepared a stand-alone report.

71.4% of the companies prepared their remuneration report in English, 10.7% prepared the remuneration report in Danish, and the remaining 17.9% have prepared their remuneration report in both English and Danish. The length of the report was for 60.7% of the companies between one and five pages. 28.6% of the reports had a length of six to 10 pages, 3.6% of the reports were between 11 and 15 pages long, and 7.1% of the reports were longer than 15 pages.

17.9%

17.6%

The company prepares a remuneration report

English Danish Both

10.7%

The company does not prepare a remuneration report 71.4% 82.4%

3.6%

10.7%

46.4%

42.9%

Stand-alone report Part of annual report Both

7.1%

28.6% 60.7%

1-5 pages 6-10 pages 11-15 pages 15 + pages

Overview Companies, tables and statistics

Companies in the benchmark analysis C25 companies 20181

C25 companies 20172

A.P. Møller - Mærsk A/S

ISS A/S

A.P. Møller - Mærsk A/S

ISS A/S

Ambu A/S

Jyske Bank A/S

Ambu A/S

Jyske Bank A/S

Carlsberg A/S

Novo Nordisk A/S

Bavarian Nordic A/S

Novo Nordisk A/S

Chr. Hansen Holding A/S

Novozymes A/S

Carlsberg A/S

Novozymes A/S

Coloplast A/S

Pandora A/S

Chr. Hansen Holding A/S

Pandora A/S

Danske Bank A/S

ROCKWOOL International A/S (new)

Coloplast A/S

Royal Unibrew A/S

Demant A/S

Royal Unibrew A/S

Danske Bank A/S

SimCorp A/S

DSV A/S

SimCorp A/S

DSV A/S

Tryg A/S

FLSmidth & Co. A/S

Sydbank A/S (new)

FLSmidth & Co. A/S

Vestas Wind Systems A/S

Genmab A/S

Tryg A/S

Genmab A/S

William Demant Holding A/S

GN Store Nord A/S

Vestas Wind Systems A/S

GN Store Nord A/S

Ørsted A/S

H. Lundbeck A/S

Ørsted A/S

H. Lundbeck A/S

ROCKWOOL International and Sydbank have been included in the survey as they have joined the group of C25 companies in December 2018 in connection with Nasdaq Copenhagen’s semi-annual review of the index. A.P. Møller - Mærsk has two listed shares, but only one is included. At the annual general meeting in 2019, William Demant Holding changed its name to Demant. At an extraordinary general meeting held on 24 September 2019, DSV changed its name to DSV Panalpina. 2 Nordea Bank was not included in 2017 as it was incorporated in Finland. 1

Benchmark tables and statistics #

Chart

Page

Chart

Board of directors and executive management | 2018

Nationality – board members elected by the general meeting | 2018

Page 37

Total remuneration for board members | 2016 – 2018

Gender diversity – board members elected by the general meeting | 2018

Base fee for board members | 2017 – 2019

Independence of the board of directors elected by the general meeting | 2018

Chairman of the board of directors’ fee compared to the base fee | 2017 – 2019

Chairmen of C25 companies | 2018

Deputy chairman of the board of directors’ fee compared to the base fee | 2017 – 2019

Remuneration for the executive management | 2016 – 2018

Board committees | 2018

Remuneration for the executive management by components | 2018

Committee fee – audit committee – chairman | 2017 – 2019

Components of remuneration for the executive management | 2016 – 2018

Committee fee – audit committee – ordinary members | 2017 – 2019

Fixed salary & cash bonus to the executive management | 2016 – 2018

Committee fee – remuneration committee – chairman | 2017 – 2019

CEO remuneration | 2016 – 2018

Committee fee – remuneration committee – ordinary members | 2017 – 2019

CEO remuneration by components | 2018

Committee fee – nomination committee – chairman | 2017 – 2019

Share holding requirements | 2018

Committee fee – nomination committee – ordinary members | 2017 – 2019

Diversity in the executive management | 2018

Committee fee – other committees – chairman | 2017 – 2019

Corporate governance | Recommendations on remuneration & composition | 2018

Committee fee – other committees – ordinary members | 2017 – 2019

Size of the board of directors | 2018

Table

Gender diversity – board of directors | Target figures

Gender diversity | Other management levels

Committee positions held by the chairmen | 2018

Board of directors | Remuneration & composition | 2018

Executive management | Remuneration & composition | 2018

Comply-or-explain | Overview | 2018

Incentive schemes | Descriptive overview | 2019

Page

Board of directors and executive management

1. Board of directors and executive management | 2018 The trend of a slightly increasing average aggregate remuneration paid to the management of the Danish C25 companies continues. In 2014, the average aggregate remuneration paid to the management of the companies constituting the C25 companies at the time amounted to DKK 49.9 million, having increased to DKK 53.7 million in 2018. The number of management members has, on the other hand, remained stable at close to 14 members on average since 2014. In 2018, the average aggregate remuneration paid to members of the board of directors and the executive management amounted to DKK 53.6 million (2017: DKK 50.2 million and 2016: DKK 51.3 million).

The average total remuneration paid to board members and executives in 2018 increased by 6.8% in comparison to 2017 and increased by 4.4% compared to 2016. From 2016 to 2017, the remuneration decreased by 2.3%. The average number of board members has remained relatively stable from 2017 to 2018 (2018: 9.9 members and 2017: 9.8 members) while the total remuneration for the board of directors has increased slightly on an annual basis (2018: DKK 7.8 million, 2017: DKK 7.6 million and 2016: DKK 7.2 million).

mDKK

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Board of directors Executive management No. of board members in 2018 No. of executives in 2018

160 140 120

Total remuneration average: 53.6 mDKK

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A.P. Møller - Mærsk: The Danish National Bank’s USD rate as of 28 December 2018 is applied throughout the survey as the company reports in USD. Vestas Wind Systems, SimCorp and ROCKWOOL International: The Danish National Bank’s EUR exchange rate as of 28 December 2018 is applied throughout the survey as the companies report in EUR. 3 Chr. Hansen Holding: The Danish National Bank’s EUR exchange rate as of 31 August 2018 is applied throughout the survey as the company reports in EUR.

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100

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Board of directors | Remuneration

2. Total remuneration for board members | 2016 – 2018 “The amount of remuneration may not exceed what is considered usual, taking into account the nature and extent of the work, and what is considered reasonable with regard to the limited liability company’s financial position and, in the case of parent companies, the group’s financial position.” 1

The average total remuneration received by the board of directors in 2018 amounted to DKK 7.9 million (2017: DKK 7.6 million and 2016: DKK 7.2 million) corresponding to an increase of 3.8% compared to 2017 and an increase of 9.8% compared to 2016. The increase was 6.2% from 2016 to 2017.

The total remuneration for board members of the Danish C25 companies has increased slightly on an annual basis for a number of years. In 2014, the average total remuneration for the board members of the companies constituting the C25 companies at the time amounted to DKK 6.9 million while it amounted to DKK 7.9 million in 2018 corresponding to an increase of 14.5%.

For most companies, the average remuneration to the board of directors is in the range of approximately DKK 4 million to DKK 8 million. However, for a few companies, the remuneration is significantly higher.

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2018 average: 7.8 mDKK

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3. Base fee for board members | 2017 – 20191 The average base fee in 2018 was DKK 406,159 (2017: DKK 394,555). The average base fee for 2019, as approved at the most recent general meetings, is DKK 414,375. Thus, the average base fee has increased by 2.0% compared to 2018. From 2017 to 2018, the base fee increased by 2.9% (2017-2019: 5.0% increase). The base fee in 15 out of 22 companies is in the range of DKK 350,000-450,000. However, the remaining seven companies’ base fees are close to this range.

Five companies increased their base fee for 2018, whereas six companies increased their base fee for 2019. The companies having increased their base fee for 2019 have done so by 9.1% relative to their respective 2018 base fees (2017-2018: 12.8%) equal to an average increase of DKK 30,127.

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2019 average: 414 tDKK

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A.P. Møller - Mærsk has not disclosed the base fee and consequently, the company is not included in charts 3 to 5. Coloplast: As no changes to the fee have been disclosed in the notice to the annual general meeting, the fees for the previous financial year have been applied. GN Store Nord: The appointed members of GN Store Nord also serve on the board of directors of GN Hearing and GN Audio and receive additional fees of two times DKK 110,000, which is not included in the chart (2019-numbers). Sydbank: The base fee for 2018 and 2019 is not disclosed.

4. Chairman of the board of directors’ fee compared to the base fee | 2017 – 2019 In 2018, the chairman of the board of directors received between 2.9 and 4.5 times the base fee and on average 3 times the base fee. The average fee to the chairman for 2019, as approved at the most recent annual general meetings, is on average 3.1 times the base fee. Two companies (Royal Unibrew and SimCorp) have increased the fee to their chairman.

The chairman of the board of directors in 17 out of 22 companies (77%) received 3 times the base fee in 2018. Only two companies (Carlsberg and Danske Bank) have a multiple above three, while Jyske Bank has a multiple below three (2.9) in 2019. The average fee to the chairman amounted to around DKK 1.24 million in 2018 (in 2017, DKK 1.21 million). The average fee to the chairman for 2019 following the most recent annual general meetings is DKK 1.28 million.

The chairman’s fee has for the majority of the C25 companies remained stable from 2015 to 2019. In 2015, the chairman of the C25 companies received on average 2.9 times the base fee.

X times the base fee

X times the base fee 5

5 2019 4

2018

2017

2019 average: 3.0 X base fee

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Carlsberg, FLSmidth & Co. and Pandora: The chairman of the board of directors does not receive a separate fee for committee work. GN Store Nord: The appointed board members of GN Store Nord also serve on the board of directors of GN Hearing and GN Audio. The chairman receives additional fees of two times DKK 275,000 (2.5 times the base fee of DKK 110,000) as chairman of the board of directors of GN Hearing and GN Audio, which is not included in the chart (2019-numbers). 3 Sydbank: The chairman’s fee for 2018 and 2019 is not disclosed. 1

5. Deputy chairman of the board of directors’ fee compared to the base fee | 2017 – 2019 In 2018, the deputy chairman received between 1.5 and 2 times the base fee and on average, 1.8 times the base fee (2017: 1.8). The average fee to the deputy chairman for 2019, as approved at the most recent annual general meetings, is 1.9 times the base fee. The deputy chairman of the board of directors received twice the base fee in 13 out of 22 companies (59%).

The average fee to the deputy chairman amounted to DKK 0.74 million in 2018 (2017: DKK 0.72 million) and DKK 0.76 million in 2019 as approved at the most recent annual general meetings. In 2015, the fee to the deputy chairman of the C25 companies was DKK 0.66 million. Thus, from 2015 to 2018 the average fee has increased by 13.6% (16.7% if compared to the 2019-numbers as approved at the most recent annual general meetings).

The average multiple for the deputy chairman in C25 companies has remained stable since 2015 with a multiple at 1.8. Only one company (SimCorp) has increased the fee to the deputy chairman from 2017 to 2019. From 2015 to 2019, three companies increased the multiple.

X times the base fee 3

2019

2018

2017

2019 average: 1.9 X base fee 2

an k db Sy

or Pa nd

S IS

SV D

nk sk

be rg D an

Ca rls

Ba nk

sk Jy

ya lU

lo p Ro

ni br e

t la s

d te rs

st Sy

in d

em s

rp Co

Tr y ta sW Ve s

In te L O

CK W

Si m

na l at io rn

oz ov N

ym es

di sk

k be c

.L un d

or H

an t id

D em

ol H n se

FL Sm

bu Am an H r. Ch

en m ab

FLSmidth & Co.: The deputy chairman of the board of directors does not receive a separate fee for committee work. GN Store Nord: The appointed board members of GN Store Nord also serve on the board of directors of GN Hearing and GN Audio. The deputy chairman receives additional fees of twice DKK 192,500 (1.75 times the base fee of DKK 110,000) as deputy chairman of the board of directors of GN Hearing and GN Audio, which is not included in the chart (2019-numbers). 3 Sydbank: The deputy chairman’s fee for 2018 and 2019 is not disclosed. 1

6. Board committees | 20181 “The Committee recommends that the board of directors set up a formal audit committee […] a nomination committee […] a remuneration committee […].” 2

Further, 96% (23 out of 24) had a remuneration committee or a compensation committee; 88% (21 out of 24) had a nomination committee; 25% (6 out of 24) had a risk committee; and 46% of the companies (11 out of 24) had other permanent board committees (primarily risk committees and scientific committees).

Danish listed companies must, as a general rule, establish an audit committee. As it is a requirement pursuant to section 31 of the Danish Auditor Act for listed companies to establish an audit committee, all the C25 companies fulfilled this requirement in 2018. In 2017, 96% of the C25 companies at the time had an audit committee (2016: 100%).

No. of committees

No. of committees 5

Other Risk Nomination Remuneration/Compensation Audit/Finance

4 3

st op la

Co l

Ø rs

p Co r m

te r In

O O L

m oz y

na tio na ya l lU ni br ew

s m te

N ov RO CK W

Sy s in d

do ra Pa n sW ta

SV D

Ve s

an t

rg be ls Ca r

bu Am

an k

di sk

db Sy

.L un d H

ov o

IS S

d or N

St or N G

en G

m ab

Co .

& id

Ba nk e sk

an D

FL Sm

ol d H n

k æ rs Ch r

.H an se

yg Tr A. P. M

øl le

Ba nk

0 3

Risk committees are included as ”Other committees” in the following slides. Recommendations on Corporate Governance, sections 3.4.3, 3.4.6 and 3.4.7. Tryg: In the end of 2018, the company made its IT-Data committee a permanent committee. This committee is included in the chart. Danske Bank: The company also had a temporary Estonia committee. Following the annual general meeting in 2019, the company established a permanent Conduct & Compliance committee. Genmab: The company has a combined nomination and corporate governance committee and a scientific committee. ISS: The company has a combined audit and risk committee and a transaction committee. Vestas Wind Systems, Novozymes and Royal Unibrew: The companies have a combined nomination and remuneration committee. SimCorp: The company established a remuneration committee in 2018 following the annual general meeting and made it a part of the existing nomination committee. Ørsted: The company has a combined audit and risk committee and a combined nomination and remuneration committee. 10 Coloplast: The company has not established a nomination or a remuneration committee as these tasks are handled by the board of directors.

3 2

Jy sk 3 4 5 6 7 8 9 2

7. Committee fee – audit committee – chairman | 2017 – 20191 Over the course of the last years, the audit committee chairman fee has seen small annual increases.

The average remuneration for the chairman of the audit committee is equal to 73.1% of the average base fee for board members for 2018.

In 2018, the average remuneration for the chairman of the audit committee was DKK 298.707 (2017: DKK 295,360) corresponding to an increase of 1.1% compared to 2017. The average remuneration for the chairman of the audit committee for 2019 as approved by the most recent annual general meetings is DKK 309,489.

In 2018, five companies increased their fees for the chairman of the audit committee by an average of DKK 33,800. At the most recent annual general meetings, seven companies increased their fees for 2019 by an average of DKK 33,887.

The audit committee chairman fee is in the range of DKK 200,000-300,000 in eight out of 22 companies. One company (Novo Nordisk) has a base fee of more than twice the average base fee. tDKK

tDKK 800

2019

700

2018

2017

800 700

600

500

400

2019 average: 309 tDKK

400

300

200

100

db an k

ab m en

Jy s

br ew ni

Ro ya lU

rs t

or a Pa nd

Co . th

Tr yg

e sk an

FL Sm

Ba nk

Co rp D

rn a te In

CK W

tio na l

.L un

ol d H

en an s

Ch r. H

N e or

g in

or d

t la s St N G

S IS

st Sy d in

Co lo p

s em

SV D ta sW

g be r

Ca rls

m es

ov oz y N

Ve s

ov o

or d

3 4 5 6 1

A.P. Møller - Mærsk: The company has not disclosed the committee fees and consequently, the company is not included in charts 7 to 14. ISS and Ørsted: The companies have combined audit and risk committee. Royal Unibrew: The company established a separate audit committee in 2018 following the annual general meeting. Previously, the task was handled jointly by the board of directors. Jyske Bank: The committee fee prior to 2018 is not disclosed. Genmab: The members of the audit committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. Sydbank: The committee fees for 2018 and 2019 are not disclosed.

8. Committee fee – audit committee – ordinary members | 2017 – 2019 In 2018, the average remuneration for members of the audit committee was DKK 164,469 (2017: DKK 165,066) corresponding to a decrease of 0.4% compared to 2017. However, this decrease is due to the fact that two companies did not disclose the fee in 2017 and thus are not included in the 2017-number. The committee fee remained the same or was increased in all C25 companies from 2017 to 2018.

The audit committee fee is around DKK 150,000 in six out of 22 companies. The average remuneration for ordinary members of the audit committee is equal to 40.2% of the average base fee for board members for 2018. In 2018, five companies increased the committee fee to ordinary members of the audit committee. As of 2019, as approved by the most recent annual general meetings, six companies have increased the committee fee for ordinary members of the audit committee.

The average remuneration for members of the audit committee for 2019 as approved by the most recent annual general meetings is DKK 169,242 corresponding to an increase of 2.9% compared to 2018.

tDKK 400

2019

350

2018

2017

250

250 2019 average: 169 tDKK

200

150

100

50 0

ISS and Ørsted: Combined audit and risk committee. Royal Unibrew: The company established a separate audit committee in 2018 following the annual general meeting. Previously, the task was handled jointly by the board of directors. Jyske Bank: The committee fee prior to 2018 is not disclosed. Genmab: The members of the audit committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings.

t em an

ed rs t Ø

en m

Ba Jy

Co . & th

br ew

FL Sm id

m Co rp Ro ya

a nd or

H n an se

ol di ng

be rg rls Ca

g Tr y

d N or e

io na l

St or

L O O

CK W

G N

Ba e an sk

Ve s

In te rn at

ck be D

.L un d

IS S

SV D

lo pl

m s Co

te Sy s d

sW in

ov oz

di sk N or ov o N 3 4

200

150

350 300

300

tDKK 400

9. Committee fee – remuneration committee – chairman | 2017 – 2019 As a general rule, the chairmen of the remuneration committee of the C25 companies receive a significantly lower average fee than the chairmen of the audit committees of the C25 companies (2018: DKK 184,232 compared to DKK 298.707). In 2018, the average remuneration for the chairman of the remuneration committee was DKK 184.232 (2017: DKK 188.184) corresponding to a decrease of 2.1% compared to 2017. The average remuneration for the chairman of the remuneration committee for 2019, as approved by the most recent annual general meetings, is DKK 194,423.

The remuneration committee chairman fee ranges from DKK 50,000 to DKK 350,000 and is in the range of DKK 200,000-300,000 in seven out of 21 companies. The average remuneration for the chairman of the remuneration committee is equal to 45.1% of the average base fee for board members for 2018. In 2018, seven companies increased their fees for the chairman of the remuneration committee by an average of DKK 27,214. At the most recent annual general meetings, six companies increased the chairman’s fees for 2019 by an average of DKK 12,432.

tDKK 400

2019

2018

2017

tDKK 400

300

300 2019 average: 194 tDKK

nk ba Sy d

d te rs Ø

Co rp m

te r

na tio na l

w re ni b lU

O O L

CK W

Ba nk Ro

Jy sk

G en m

a or

Pa nd

an sk

in d sW

em s Sy st

& h id t Ve s

Ca rls

Co .

SV D FL Sm

g in

ol d H n

ov oz ym es

ec k Ch r

.H an se

.L un

IS S H

N St or e

G N

ov o

or d

Am bu

100

Ba nk

200

Novozymes and Vestas Wind Systems: The companies have a combined nomination and remuneration/compensation committee. Consequently, the fee has been divided by two in the chart. Genmab: The members of the remuneration committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 3 Jyske Bank: The committee fee prior to 2018 is not disclosed. 4 Royal Unibrew: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate remuneration committee where no fee was provided. 5 SimCorp: In 2018, the company established a remuneration committee and made it a part of the existing nomination committee. Consequently, the fee has been divided by two in the chart. 6 Ørsted: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate remuneration committee. 7 Sydbank: The committee fee for 2019 is not disclosed. 1

10. Committee fee – remuneration committee – ordinary members | 2017 – 2019 In 2018, the average remuneration for members of the remuneration committee was DKK 115,337 (2017: DKK 114,670) corresponding to an increase of 0.6% compared to 2017. The average remuneration for members of the remuneration committee for 2019, as approved by the most recent annual general meetings, is DKK 115,207. The average committee member fee was in 2018 higher in the remuneration committee than in the nomination committee (DKK 115,337 compared to DKK 105,140), whereas the committee member fee was highest in other committees such as risk committees and scientific committees (DKK 159,523).

The remuneration committee member fee in five out of 20 companies is around DKK 125,000. The average remuneration for the ordinary members of the remuneration committee is equal to 28.2% of the average base fee for board members for 2018. In 2018, six companies increased the committee fee to ordinary members of the remuneration committee. As of 2019, as approved by the most recent annual general meetings, five companies have increased the committee fee for ordinary members of the remuneration committee.

tDKK 300

tDKK 300 2019

2018

2017

200

200 2019 average: 115 tDKK

100

Co rp m Si

te d

Ø rs

ab Ro ya lU ni br ew

In te O L

CK W

G en m

io na rn

Ba nk

Jy sk

do ra Pa n

Am bu

yg Tr

SV D

Ba nk an sk

Sy st in d

em s

es m oz y ta Ve s

Sm id FL

N ov

ol d H n

an se H

r. Ch

Co .

in g

rg be ls

S Ca r

e St or N G

ov o

di sk

k ec N

H .L un db

Novozymes and Vestas Wind Systems: The companies have a combined nomination and remuneration/compensation committee. Consequently, the fee has been divided by two in the chart. Jyske Bank: The committee fee prior to 2018 is not disclosed. 3 Genmab: The members of the remuneration committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 4 Royal Unibrew: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate remuneration committee where no separate fee was provided. 5 Ørsted: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate remuneration committee. 6 SimCorp: In 2018, the company established a remuneration committee and made it a part of the existing nomination committee. Consequently, the fee has been divided by two in the chart. 1

11. Committee fee – nomination committee – chairman | 2017 – 2019 The chairmen of the nomination committees of the C25 companies receive an average fee slightly lower than the chairmen of the remuneration committees of the C25 companies (2018: DKK 172,434 compared to DKK 184,232). Thus, the average fee for the chairman of the C25 nomination committees is lower than both the average chairmen fee of the C25 audit committees and remuneration committees, respectively.

Five companies increased their fees for the chairman of the nomination committee in 2018 by an average of DKK 15,100. At the most recent annual general meetings, five companies increased their fees for 2019 by an average of DKK 20,418. The average remuneration for the chairman of the nomination committee for 2019 as approved by the most recent annual general meetings is DKK 182,263.

In 2018, the average remuneration for the chairman of the nomination committee was DKK 172,434 (2017: DKK 188,839) corresponding to a decrease of 8.7% compared to 2017.

The nomination committee chairman fee is in the range of DKK 150,000-250,000 in nine out of 17 companies. The average remuneration for the chairman of the nomination committee is equal to 42.2% of the average base fee for board members for 2018. tDKK 400

tDKK 400 2019

2018

2017 300

300 2019 average: 182 tDKK

100

k an db Sy

d rs te Ø

rp Co m Si

ew ni

nk Jy

sk e

a or nd

e or

N or

k St G N

n se an H

sk e

Ba n

g be r rls

Sy d W in as

s m st e

& th id Ve

SV D FL Sm

es ym oz

N ov

N or

200

di ng

200

Novozymes and Vestas Wind Systems: The companies have a combined nomination and remuneration/compensation committee. Consequently, the fee has been divided by two in the chart. Tryg: Prior to 2019, the chairman of the nomination committee did not receive a separate fee. 3 Jyske Bank: The committee fee prior to 2018 is not disclosed. 4 Genmab: The company has a combined nomination and corporate governance committee. The members of the remuneration committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 5 Royal Unibrew: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate nomination committee where no separate fee was provided. 6 SimCorp: In 2018, the company established a remuneration committee and made it a part of the existing nomination committee. Consequently, the fee has been divided by two in the chart explaining the drop in the remuneration from 2017 to 2018. 7 Ørsted: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate nomination committee where no separate fee was provided. 8 Sydbank: The committee fee for 2019 is not disclosed. 1

12. Committee fee – nomination committee – ordinary members | 2017 – 2019 In 2018, the average remuneration for members of the nomination committee was DKK 105,140 (2017: DKK 114,495) corresponding to a decrease of 8.2% compared to 2017. The average remuneration for members of the nomination committee for 2019, as approved at the most recent annual general meetings, is DKK 106,567 corresponding to an increase of 1.4% compared to 2018. The nomination committee member fee is around DKK 125,000 in five out of 16 companies.

In 2018, four companies increased the committee fee to ordinary members of the nomination committee. As of 2019, as approved by the most recent annual general meetings, four companies have increased the committee fee for ordinary members of the nomination committee. Three companies (Ambu, Demant and Tryg) provided no separate fee for the members of their nomination committee in 2018.

The average remuneration for the ordinary members of the nomination committee is equal to 25.7% of the average base fee for board members for 2018. tDKK 200

tDKK 200 2019

2018

2017

150

150 2019 average: 107 tDKK

rp Co m Si

ed rs t Ø

lU ni

w br e

ab m

or e St N G

G en

or d N

nk Ba ke Jy s

Tr yg

Ba e sk an D

oz y

Co & th id

FL Sm

n se an r. H Ch

ng H ol di

rg Ca

rls

S IS

or di

or a

100

D SV

100

Novozymes and Vestas Wind Systems: The companies have a combined nomination and remuneration/compensation committee. Consequently, the fee has been divided by two in the chart. Tryg: Prior to 2019, the members of the nomination committee did not receive a separate fee. 3 Jyske Bank: The committee fee prior to 2018 is not disclosed. 4 Genmab: The company has a combined nomination and corporate governance committee. The members of the remuneration committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 5 Royal Unibrew: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate nomination committee where no separate fee was provided. 6 Ørsted: In 2018, the company introduced a combined nomination and remuneration committee. Consequently, the fee has been divided by two in the chart. Prior to 2018, the company had a separate nomination committee where no separate fee was provided. 7 SimCorp: In 2018, the company established a remuneration committee and made it a part of the existing nomination committee. Consequently, the fee has been divided by two in the chart explaining the drop in the remuneration from 2017 to 2018. 1

13. Committee fee – other committees – chairman | 2017 – 2019 The chairmen of other permanent committees of the C25 companies also receive a slightly lower average fee than the chairmen of the audit committees (2018: DKK 260,458 compared to DKK 298,707) but a higher average fee than the chairmen of both the remuneration committees and the nomination committees.

The average remuneration for the chairmen of other committees is equal to 64.1% of the average base fee for board members for 2018. In 2018, the fee varied significantly from DKK 133,000 to DKK 450,000 which is mainly due to the different types of “other committees”.

In 2018, the average remuneration for the chairman of other permanent board committees was DKK 260,458 (2017: DKK 261,818) corresponding to a decrease of 0.5% compared to 2017. The average remuneration for members of other permanent committees for 2019 as approved at the most recent annual general meetings is DKK 272,727 corresponding to an increase of 4.7% compared to 2018.

The table below shows what types of other permanent committees the C25 companies have established as per 2019.

tDKK 500

2019

2018

2017

400

tDKK 500

400 2019 average: 274 tDKK

300

200

100

an k Sy

Ba nk sk

m ab

Transformation & Innovation

Chr. Hansen Holding

Scientific

Danske Bank 2

Risk; Conduct & Compliance

FLSmidth & Co.

Technology

Genmab

Scientific

GN Store Nord

Strategy

H. Lundbeck

Scientific

ISS

Transaction

Jyske Bank

Risk; Digital & Technology

Novo Nordisk

Research & Development

Sydbank

Risk

Tryg

Risk; IT-Data

Vestas Wind Systems

Technology & Manufacturing

yg 3 Tr

Co & th id

H en an s

Committee

A.P. Møller - Mærsk 1

ng ol di

Ba n e sk an

FL Sm

k D

ec db H .L un

N e G

N o ov N

sk di or

st Sy d in ta sW Ve s

em s

Company

A.P. Møller - Mærsk: The company is not included in the chart as the committee fee is not disclosed. Danske Bank: The company’s temporary Estonia committee is not included in the chart as only permanent committees have been included in the chart. In 2019, the company established a permanent Conduct & Compliance committee. 3 Tryg: In the end of 2018, the company made its temporary IT-Data committee a permanent committee. Thus, the 2019-number is an average of the remuneration from the two committees. 4 Genmab: The chairman of the scientific committee receives an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 5 Jyske Bank: The company has a risk committee and a digital and technology committee. The fee included in the chart is an average between the fees to these two committees. The chairman of the risk committee receives DKK 180,000 while the chairman of the digital and technology committee receives DKK 120,000. The committee fee prior to 2018 is not disclosed. 6 Sydbank: The committee fee for 2019 is not disclosed. 1

14. Committee fee – other committees – ordinary members | 2017 – 2019 The committee fee for ordinary members of the C25 companies’ other permanent committees is also slightly lower than the average fee for the members of the audit committees (2018: DKK 159,523 compared to DKK 164,469) but higher than the average committee fees for both the remuneration committees and the nomination committees.

The average remuneration for members of other committees for 2019 as approved at the most recent annual general meetings is DKK 160,773 corresponding to an increase of 0.8% compared to 2018. The average remuneration for the members of the other permanent committees is equal to 39.3% of the average base fee for board members for 2018.

In 2018, the average remuneration for members of other permanent board committees was DKK 159,523 (2017: DKK 160,250) corresponding to a decrease of 0.5% compared to 2017.

The table below shows what types of other committees the companies have established as per 2019.

tDKK

tDKK 300

2019

2018

2017

250

200

2019 average: 161 tDKK

150

100

G en m ab

. Jy s

Co & FL Sm id th

n se an

Company

Committee

A.P. Møller - Mærsk 1

Transformation & Innovation

Chr. Hansen Holding

Scientific

Danske Bank 2

Risk; Conduct & Compliance

FLSmidth & Co.

Technology

Genmab

Scientific

GN Store Nord

Strategy

H. Lundbeck

Scientific

ISS

Transaction

Jyske Bank

Risk; Digital & Technology

Novo Nordisk

Research & Development

Sydbank 1

Risk

Tryg

Risk; IT

Vestas Wind Systems

Technology & Manufacturing

di ol H

e or St G N

or N

k N ov o N

di s

ec k .L un db H

in d

200 150

100

Ve s

300

A.P. Møller - Mærsk and Sydbank: The companies are not included in the chart as the committee fee is not disclosed. Danske Bank: The company’s temporary Estonia committee is not included in the chart as only permanent committees are included in the chart. In 2019, the company established a permanent Conduct & Compliance committee. 3 Tryg: In the end of 2018, the company made its temporary IT-Data committee a permanent committee. Thus, the 2019-number is an average of the remuneration from the two committees. 4 Jyske Bank: The company has a risk committee and a digital and technology committee. The fee included in the chart is an average between the fees to these two committees. The members of the risk committee receive DKK 120,000 while the members of the digital and technology committee receive DKK 90,000. The remuneration prior to 2018 is not disclosed. 5 Genmab: The members of the scientific committee receive an additional fee of DKK 10,000 per meeting, which is not included in the chart. In 2018, the board committees held a total of 13 meetings. 1

Board of directors | Composition

15. Size of the board of directors | 2018 In 2018, the total number of board members in the C25 companies included in the survey was on average 9.9 members (2017: 9.8) including three employee representatives (2017: 3). On average, 6.8 board members were elected by the general meeting, which is almost the same amount as last year. In 2018, 16 companies had between six to seven members elected by the general meeting. Eight companies increased the number of members of the board of directors from 2017 to 2018, while four companies decreased the number of board members. From 2016 to 2018, seven companies increased the size of the board of directors.

22 out of 24 C25 companies have employee representatives on the board of directors (A.P. Møller - Mærsk is portrayed in the below chart as having employee representatives despite its employee representatives being elected by the general meeting). Among the companies with employee representation, two (9.5%) have established a voluntary arrangement regarding employee representation. The remaining 19 companies elect representatives pursuant to Danish statutory rules governing employee representation on the board of directors (A.P. Møller - Mærsk is not included in the total count as its arrangement is neither voluntary or statutory). The average size of number of board members has been stable compared to previous years.

Board members 16

Board members 16 Employee representatives Board members elected by the general meeting

5 4

8 9

8 3 7

0 SV D

nd or a

an t

io na l at

In te rn

sk e

IS S Jy

H .L un db ec

N or d

St or e

en N

& th

Co .

t as FL Sm

lo pl Co

Co rp

w br e ni

al U

Si m

es m oz y

ov N

rle

Ro y

æ rs k M

rs te d Ø øl M

A. P.

db an k

Sy d Ch

r. H an

in W Ve st as

s st em

Tr yg

k di s or N

ov o

nk Ba

e N

Ca rls be

Danske Bank: In March 2018, four board members resigned. In December 2018, two board members resigned. Novo Nordisk: In March 2018, three board members resigned and four new board members were appointed. 3 Tryg: In March 2018, one board member resigned. 4 Vestas Wind Systems: In April 2018, one new board member was appointed. In July 2018, one board member resigned. 5 Chr. Hansen Holding: In November 2017, three board members resigned. 6 Sydbank: In March 2018, three board members resigned and four new board members were appointed. 7 Ørsted: In March 2018, one board member resigned and two new board members were appointed. 8 A.P. Møller - Mærsk: The company’s two employee representatives are elected by the general meeting. However, in this survey they are included as employee representatives.

Novozymes: In March 2018, one board member was appointed. Royal Unibrew: In January 2018, one board member resigned. In April 2018, five board members resigned and five new board members were appointed. 11 SimCorp: In March 2018, one board member resigned and one new board member was appointed. In May 2018, one new board member was appointed. 12 GN Store Nord: In April 2018, two board members resigned and two new board members were appointed. 13 ROCKWOOL International: In April 2018, two board members resigned and two new board members were appointed. 14 Pandora: In March 2018, two board members resigned.

16. Nationality – board members elected by the general meeting | 2018 In 2018, the total number of non-Danish board members elected by the general meeting of C25 companies was 68 (2017: 66). The number of non-Danish board members varies significantly from having none or a few non-Danish board members to a majority of the board of directors being of a nationality other than Danish. In total, 41% of the board members elected by the general meeting in the C25 companies were of a nationality other than Danish (2017: 39%). In general, the number of foreign board members elected by the general meeting has remained relatively stable since 2014.

board members were elected by the general meeting (2017: 6.8). In 2018, only five out of 24 companies did not have any foreign board members elected by the general meeting. The C25 companies included in the survey had on average, 41% non-Danish board members including employee representatives (2017: 39%). As in previous years, Swedish, US and UK citizens are more frequently represented among board members with foreign nationalities, however, with a slight increase in US citizens compared to other years.

The non-Danish board members were primarily from the United States (16), the United Kingdom (12), Sweden (12), Germany (7) and Norway (7). On average, 6.8 Board members

Board members

Nationality

Danish Non-Danish

1 5

5 6

b m

db an k

In te

D SV

1 rn at io

rs te d al U ni br ew

na l

Ro y

Tr yg

Ca rls FL be Sm rg id th & H o. .L un db ec k

te m

KW O

Sy s

Co r

en m G

Ba k

in d

g di n a

n ns e

H ol

æ rs k M

IS S

øl le A. P. M

sk or e

N or di G

Si m

es ta sW

Pa n

ym e

m a

la s

ov o

Total

Sweden

Germany

Norway

Finland

France

Switzerland

Australia

Hong Kong

Canada

Ireland

Italy

Netherlands

Singapore

Spain

South Africa

The total number of non-Danish board members amounts to 68. However, seven of these non-Danish board members have dual citizenships and are therefore accounted for twice.

17. Gender diversity – board members elected by the general meeting | 2018 In 2018, the companies had an average of 6.8 board members elected by the general meeting. The table below shows the ratio of female to male board members. On average, the companies had 1.8 female board members elected by the general meeting (with three being the maximum). Three companies had no women elected by the general meeting to the board of directors. The total number of female board members elected by the general meeting has increased by 2.4% since 2017 from 42 to 43, meaning that an average of 25.8% of the board members elected by the general meeting were female in 2018 (2017: 26.2% and 2016: 23.4%).

At the most recent annual general meetings in 2019, three companies (Danske Bank, Novozymes and Ørsted) decreased the representation of women on their board of directors by one female member. The proportion of female board members elected by the general meeting increased to 28.6% following the most recent annual general meetings. In 2018, an average of 27% of the entire board of directors (i.e. including employee representatives) were female (2017: 28.1%). In aggregate, the companies had 64 female board members and 173 male members, including employee representatives.

Board members

Board members 12

12 Female

Male

9 2 2

L O O W RO CK

t an em D

l na

.L un

Ba H

e sk Jy

db ec

. & th

FL Sm

as t

d N e or

S IS

al U ni br

Co m Si

an k db Sy

or nd Pa

es oz

ov N

Ro y

H r. Ch

di ng H

d Ø rs te

an se n

yg Tr

st Sy

k Ba n in d

sk e Ve st a

o ov N

M æ r-

le øl

or di sk

g be r Ca rls A. P.

0 rs k

A. Gender diversity – board of directors | Target figures Listed companies incorporated in Denmark are required to set target figures for the gender balance of the board of directors.1 This requirement applies to companies which do not have at least 40% of each gender on the board of directors. In 2018, 13 C25 companies had no underrepresented gender on their board of directors.2

There are no consequences connected with failing to fulfil the target figures as the companies can set new targets, which can also be the same, effectively only extending the time for reaching the target. This is relevant for one company in 2018 as the time frame for achieving the gender distribution target has not been reached. In 2019, the time frame will expire for three other companies.

Company

Target figures

Time frame

A.P. Møller - Mærsk

Three female board members elected by the annual general meeting if the board consists of less than 12 members. Four female board members if the board consists of 12 or more members.

Ambu

At least one seventh of the board members elected by the general meeting shall be women.

Carlsberg

At least 40% members of the underrepresented gender (currently women) elected by the general meeting.

Chr. Hansen Holding

At least three female board members elected by the annual general meeting.

Coloplast

Increase number of female board members elected by the general meeting to one-third by 2017. With two out of six shareholder-elected board members being women at the end of 2017, an equal gender representation has been achieved. No new target set.

Danske Bank

38% female board members elected by the annual general meeting.

2020

Demant

At least two female board members.

2020

DSV

No target set since the board considers it has already fulfilled predetermined gender requirements.

FLSmidth & Co.

At the end of 2018, women accounted for 33% (end 2017: 33%) of the board members elected at the annual general meeting, fulfilling the target that minimum 25% of the members elected by the annual general meeting should be female.

Genmab

At least 25% female board members elected by the general meeting.

GN Store Nord

Target of three female board members in 2018 was met. No new target set.

H. Lundbeck

At least one member of the underrepresented gender elected by the general meeting.

ISS

At least 40% female board members.

Jyske Bank

Four female members of the supervisory board.

2021

Novo Nordisk

At least three board members of each gender elected by the general meeting.

2020

Novozymes

The percentage of female members of the senior management (directors or higher) should be 30.

2020

Pandora

The company reached its target of having at least 40% board members of the underrepresented gender in 2018. No new target set.

ROCKWOOL International

At least one female member of the board of directors.

2020

Royal Unibrew

An approximate 20% share of female board members elected by the general meeting.

2020

SimCorp

At least two board members of the underrepresented gender elected by the annual general meeting. In 2018, the target was not met.

Sydbank

At least 25% shareholder-elected board members.

Tryg

No target set since the board considers it has already fulfilled predetermined gender requirements.

Vestas Wind Systems

Target for the board of directors is to reach equal gender distribution.

Ørsted

No target set since the board of directors fulfill the requirements for equal representation.

2019 2019/2020 2021 2021/2022 -

2019 2020

2019 2021 -

The Danish Companies Act, Section 139c (which applies to other management levels as well, cf. page 32). Calculated pursuant to the Danish Business Authority’s Guidelines for target figures and policies for the gender composition of the management level and for reporting.

B. Gender diversity | Other management levels Listed companies incorporated in Denmark are required to prepare a policy to increase the share of the underrepresented gender at other management levels than the board of directors.1

Company

Policy

A.P. MĂ¸ller - MĂŚrsk

20% executives, 18% senior leaders, 25% leaders and 35% senior managers should be women by 2020.

Ambu

Increase the proportion of members of the underrepresented gender at other management levels to 40%.

Carlsberg

Increase the proportion of women in senior management positions.

Chr. Hansen Holding

Increase the number of woman in key positions from 17% in 2011/2012 to 30% in 2021/22.

Coloplast

Ambition of increasing the number of women in senior management positions year by year.

Danske Bank

25% women in the executive management by 2020. 38-40% women in management positions by 2020.

Demant

Has taken specific initiatives to increase the share of female managers in the group.

DSV

Dedicated focus on non-discrimination based on gender.

FLSmidth & Co.

13% of all managers should be female by 2023.

Genmab

At least 40% of both genders at management levels.

GN Store Nord

The target is to reach 25% women in senior management positions during the implementation of the 2017-2019 strategy.

H. Lundbeck

The proportion of the underrepresented gender shall be at least 40% globally.

ISS

Has established a policy with initiatives to increase the number of women in management.

Jyske Bank

There is no specific target, however, a gender diversity policy is in place.

Novo Nordisk

To ensure a robust pipeline of talent for management positions, a new aspiration has been set that strives for enhanced diversity in all management teams, including entry-level and middle management. No specific target.

Novozymes

At least 30% of senior management will be women in 2020.

Pandora

By 2020, the percentage of women in senior management positions (members of the management board, general managers and vice presidents) should be at least 40%.

ROCKWOOL International

Target of 25%-35% female leaders in executive and middle management positions by 2020.

Royal Unibrew

The target is at least 40% representation of each gender.

SimCorp

Increase the proportion of women at other management levels so that it reflects comparable companies and general market conditions.

Sydbank

In 2018, the percentage of female managers was 29. No target.

Tryg

The target is to reach 41% female executives in 2020.

Vestas Wind Systems

The strategic objectives comprise that the company obtains a more equal distribution of men and women in management, and that the composition of managers reflects the distribution of women and men in the labour market.

Ă˜rsted

Target is to have 30% women in middle management by 2023 and 22% in top 100 positions.

The Danish Companies Act, section 139c.

14 companies have set specific targets for increasing the proportion of the underrepresented gender. The target varies from 18% to 41%. The remaining companies have no specific target but have taken initiatives to increase the number of women on other management levels or established a policy to ensure diversity.

18. Independence of the board of directors elected by the general meeting | 2018 “The Committee recommends that at least half of the members of the board of directors elected by the general meeting be independent persons, in order for the board of directors to be able to act independently of special interests. To be considered independent, this person may not: ▪▪ be or within the past five years have been member of the executive board, or senior staff member in the company, a subsidiary or an associated company, ▪▪ within the last five years, have received significant remuneration from the company/group, a subsidiary or an associated company in a different capacity than as member of the board of directors, ▪▪ represent or be associated with a controlling shareholder, ▪▪ within the past year, have had significant business relations (e.g. personally or indirectly as partner or employee, shareholder, customer, supplier or member of management in companies with corresponding connection) with the company, a subsidiary or an associated company. ▪▪ be or within the past three years have been employed or partner in the same company as the auditor elected at by the general meeting, ▪▪ be part of the executive management in a company with cross-management representation in the company, ▪▪ have been member of the board of directors for more than 12 years, or ▪▪ be a close relative of persons who are not considered independent. Even if a member of the board of directors is not covered by the above criteria, certain conditions may exist that will lead the board of directors to decide that one or more members cannot be regarded as independent.” ¹

In 2018, the proportion of independent board members elected by the general meeting of 78.7% has remained at almost the same level since 2016 (2017: 78.5% and 2016: 77.8%). 23 out of 24 companies complied with recommendation 3.2.1.2

21.3% Independent board members Non-independent board members

78.7%

Recommendations on Corporate Governance, section 3.2.1. Ambu, Chr. Hansen Holding and Coloplast are included in the count, even though the companies report on the Recommendations of 2013 are not following the calendar year due to their financial year.

19. Chairmen of C25 companies | 2018 The chairmen of Danish C25 companies are typically above 60 years of age, Danish nationals, male and considered independent for the purposes of the Corporate Governance Recommendations. In 2018, no chairmen of the C25 companies were female. Following the most recent annual general meeting, one company elected a female chairman.

During the period from 2016 to 2018, in most companies the chairman was elected by and among the board of directors. Six chairmen (33.3%) were elected by the general meeting. The remaining 18 were elected by the board of directors.

65 and over 60-64 55-59 50-54

Independent chairman Non-independent chairman

8.3%

16.7%

29.2%

Danish nationality Non-Danish nationality

25.0%

29.2%

83.3%

75.0% 33.3%

Four chairmen of C25 companies were not considered independent for the purposes of the Corporate Governance Recommendations.

In 2018, the average age of C25 companiesâ€™ chairmen was close to 62 years. The chart above shows the different age groups among the chairmen.

Of the six chairmen with a nationality other than Danish, two are Norwegian, two are Swedish, one is Finnish and one is from the United Kingdom.

C. Committee positions held by the chairmen | 2018 The chairman of the board of directors is a member of the nomination committee in all the companies with an nomination committee. In 19 of the companies (90.4%), the chairman of the board of directors is the chairman of the nomination committee. As for remuneration committees, the chairman of the board of directors is a member of the remuneration committee in 20 out of 23 companies (87%). In these 20 companies, he/she is the chairman of the remuneration committee.

Most likely due to the Corporate Governance recommendation no. 3.4.3., the chairman of the board of directors is only, in one case, chairman of the audit committee. However, the chairman of the board of directors may nonetheless be a member of the audit committee and that is the case in 10 out of 24 companies (41.7%). With regard to other permanent board committees, it is less common to have the chairmen as a member.

Nomination committee

Remuneration/ compensation committee

Audit/ finance committee

A.P. Møller - Mærsk

Chairman

Member

Ambu

Chairman

Carlsberg

Chairman

Chr. Hansen Holding

Chairman

Member

Chairman

Demant

Chairman

Member

DSV

Chairman

Member

FLSmidth & Co.

Chairman

Genmab

Chairman

GN Store Nord

Chairman

Company

Coloplast

H. Lundbeck 2

Member

Member Chairman Chairman

Member Member

Chairman

Jyske Bank

Chairman

Member

Novo Nordisk

Chairman

Novozymes3

Chairman

Member

Chairman

Royal Unibrew 3 ROCKWOOL International2 SimCorp

Chairman

Tryg

Chairman

Vestas Wind Systems3

Chairman

Ørsted 3

Chairman

Sydbank

Chairman Member

Member

Chairman Chairman

Member

ISS

Pandora

Other committee

Chairman

Danske Bank

Risk committee

Member

Chairman Member

Coloplast: The company has not established a nomination or remuneration committee. H. Lundbeck and ROCKWOOL International: The companies have not established a nomination committee. 3 Novozymes, Royal Unibrew, SimCorp, Vestas Wind Systems and Ørsted: The companies have a combined nomination and remuneration committee. 1

D. Board of directors | Remuneration & composition | 20181 Total no. of members (no. of employee representatives)

No. of non-Danish board members

No. of independent members

No. of female members elected by the general meeting

No. of female employee representatives

Remuneration | chairman (upcoming financial year)

Remuneration | deputy chairman (upcoming financial year)

Base fee (upcoming financial year)

Total remuneration

No. of committees

Board committees

10 (2)

19,558,200

Audit; Remuneration Committee; Transformation and Innovation Committee; Nomination Committee

Ambu

9 (3)

900,000

600,000

300,000

4,300,000

Audit; Remuneration; Nomination

Carlsberg

14 (5)

1,854,000

618,000

412,000

9,350,000

Audit; Remuneration; Nomination

Chr. Hansen Holding

11 (4)

1,200,000

800,000

400,000

7,903,148

Audit; Nomination; Remuneration; Scientific.

Coloplast

9 (3)

1,350,000

787,500

450,000

6,500,000

Audit

Danske Bank

12 (4)

1,881,250

806,250

537,500

10,511,000

Audit; Risk; Nomination; Remuneration

Demant

8 (3)

1,050,000

700,000

350,000

4,200,000

Audit; Nomination; Remuneration

DSV

6 (0)

1,350,000

675,000

450,000

5,629,000

FLSmidth & Co.

9 (3)

1,350,000

900,000

450,000

6,500,000

Audit; Nomination; Compensation; Technology

Genmab

9 (3)

1,200,000

800,000

400,000

11,250,000

Compensation; Audit; Nomination & Corporate Governance; Scientific

GN Store Nord

9 (3)

825,000

550,000

275,000

7,343,000

Audit; Remuneration; Nomination; Strategy

H. Lundbeck

9 (3)

1,050,000

700,000

350,000

6,000,000

Audit; Remuneration; Scientific

ISS

9 (3)

1,308,000

654,000

436,000

8,817,750

Audit and Risk; Remuneration; Nomination; Transaction

Jyske Bank

9 (3)

1,000,000

600,000

350,000

6,300,000

Audit; Nomination; Remuneration; Risk; Digital and Technology

Novo Nordisk

12 (4)

2,100,000

1,400,000

700,000

17,200,000

Audit; Nomination; Remuneration; Research and Development

Novozymes

10 (3)

1,500,000

1,000,000

500,000

7,651,000

Audit; Nomination and remuneration

Pandora

7 (0)

1,500,000

750,000

500,000

6,800,000

Audit; Nomination; Remuneration

ROCKWOOL International

9 (3)

1,080,000

720,000

360,000

5,142,500

Audit Committee; Remuneration Committee

Royal Unibrew

10 (3)

1,140,000

665,000

380,000

3,945,000

Nomination and Remuneration; Audit

SimCorp

10 (3)

1,125,000

750,000

375,000

5,727,419

Audit; Nomination

Sydbank

11 (4)

5,830,000

Audit; Risk; Remuneration; Nomination

Tryg

12 (4)

1,170,000

780,000

390,000

8,060,000

Audit; Nomination; Remuneration; Risk; IT-Data

Vestas Wind Systems

12 (4)

1,275,000

850,000

425,000

9,350,000

Audit; Nomination and Compensation; Technology and Manufacturing

Ørsted

11 (3)

977,280

651,520

325,760

5,134,000

Audit and Risk; Nomination and Remuneration

Company

A.P. Møller - Mærsk

All figures are in DKK. “N/A” means “not applicable”. “-” means “not disclosed”.

Audit; Nomination; Remuneration

Audit committee | remuneration | members

Audit committee | remuneration | chairman

Remuneration committee | remuneration | members

Remuneration committee | remuneration | chairman

Nomination committee | remuneration | members

Nomination committee | remuneration | chairman

Other committees | remuneration | members

Other committees | remuneration | chairman

Changes made to the remuneration at the general meeting for the upcoming financial year

100,000

150,000

100,000

150,000

N/A

No changes made.

156,560

465,560

156,560

206,000

156,560

206,000

N/A

No changes made.

150,000

250,000

125,000

250,000

125,000

150,000

250,000

The chairman of the audit committee will receive DKK 300,000. The chairman of the nomination committee will receive DKK 200,000.

225,000

337,500

N/A

No changes made.

185,000

278,000

123,000

175,000

123,000

175,000

185,000

278,000

No changes made.

50,000

150,000

N/A

No changes made.

225,000

450,000

112,500

225,000

112,500

225,000

N/A

No changes made.

125,000

225,000

125,000

225,000

125,000

225,000

125,000

225,000

No changes made.

100,000

150,000

80,000

120,000

70,000

100,000

130,000

No changes made.

165,000

330,000

165,000

330,000

82,500

165,000

330,000

No changes made.

200,000

300,000

200,000

300,000

N/A

200,000

300,000

No changes made.

319,500

Base fee increased to DKK 436,000. Ordinary members of the audit and risk committee will receive DKK 218,000. The chairman of the audit and risk committee will receive DKK 436,000. Ordinary members of the nomination committee, the remuneration committee and the transaction committee will receive DKK 163,500. The chairman of the committees will receive DKK 327,000.

213,000

426,000

159,750

319,500

159,750

319,500

159,750

120,000

180,000

90,000

120,000

90,000

120,000

105,000

150,000

No changes made.

350,000

700,000

175,000

350,000

175,000

350,000

175,000

350,000

No changes made.

250,000

500,000

125,000

250,000

125,000

250,000

N/A

No changes made.

150,000

200,000

100,000

150,000

100,000

150,000

N/A

No changes made.

165,000

275,000

82,500

N/A

Base fee increased to DKK 360,000. Ordinary members of the audit committee will receive DKK 180,000. The chairman of the audit committee will receive 300,000. The ordinary members of the remuneration committee will receive DKK 90,000. The chairman of the remuneration committee will receive DKK 90,000.

99,000

150,000

49,500

75,000

49,500

75,000

N/A

Base fee increased to DKK 380,000. The chairman will receive three times the base fee. Ordinary members of the audit committee will receive DKK 125,400. The chairman of the audit committee will receive DKK 190,000. Ordinary members of the nomination committee and the remuneration committee will receive DKK 62,700. The chairman of the committees will receive DKK 95,000.

93,750

187,500

23,438

46,875

23,438

46,875

N/A

The chairman will receive three times the base fee and the deputy chairman will receive two times the base fee. Ordinary members of the audit committee will receive DKK 140,625. The chairman of the audit committee will receive DKK 281,250. The ordinary members of the combined nomination and remuneration committee will receive DKK 70,314. The chairman of the committee will receive DKK 140,626.

132,000

55,000

85,000

133,000

150,000

225,000

100,000

150,000

140,000

210,000

Base fee increased to DKK 390,000. The ordinary members of the audit committee will receive DKK 160,000. The chairman of the audit committee will receive DKK 240,000. Ordinary members of the nomination committee will receive DKK 100,000. The chairman of the nomination committee will receive DKK 150,000. The ordinary members of the remuneration committee will receive DKK 110,000. The chairman of the remuneration committee will receive DKK 165,000. The ordinary members of the risk committee will receive DKK 160,000, while the chairman will receive DKK 240,000. The ordinary members of the IT-Data committee will receive DKK 140,000, while the chairman will receive DKK 210,000.

250,000

450,000

125,000

225,000

125,000

225,000

250,000

450,000

Base fee increased to DKK 425,000.

96,000

192,000

40,000

64,000

40,000

64,000

N/A

Base fee increased to DKK 325,760. Ordinary members of the audit and risk committee will receive DKK 97,728. The chairman of the audit and risk committee will receive DKK 195,456. Ordinary members of the nomination and remuneration committee will receive DKK 81,440. The chairman of the committee will receive DKK 130,304.

Executive management | Remuneration & composition

20. Remuneration for the executive management | 2016 – 2018 In 2018, the average total remuneration for the executive management of C25 companies was DKK 45.7 million (2017: DKK 42.7 million and 2016: DKK 44.2 million) corresponding to an increase of 7% compared to 2017.

For most companies, the remuneration to the executive management has increased from 2016 to 2018. The general increase over the last three years is driven by significant changes in remuneration for a few companies. In 2018, eight companies decreased total remuneration to their executive management. The drop in the average total remuneration paid to executive management in these eight companies is partly due to a decrease in the number of members of the company’s executive management.

From 2016 to 2017, the average remuneration decreased by 3.3% but increased by 3.5% from 2016 to 2018.

mDKK

mDKK 160

160 2018

140

2017

2016

140

120

100

80 2018 average: 45.7 mDKK

20 0 an

t an

Sy db

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U ni br

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na er In t

Ro ya l

Co . &

id th

RO CK W

FL Sm

ol di

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Si m

nk Ba e

N e

St or

Jy sk

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or d

IS S

t la s

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Co lo p

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as st Ve

Ba e

Sy st em

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A. P.

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Co rp

A.P. Møller - Mærsk: Remuneration in connection with redundancy, resignations and release from duty to work is not included. 2 Danske Bank: Effective 1 October 2018, the company’s CEO resigned and his employment will end on 30 September 2019. During this period, he earns a further DKK 15,000,000 of which DKK 3,600,000 was paid in 2018. However, this amount is not included. Effective 2 May 2018, one executive director resigned and his employment will end on 30 October 2019. During this period, he earns a further DKK 14,700,000 of which DKK 5,800,000 was paid in 2018. However, this amount is not included. Effective 21 April 2018, another executive director resigned and his employment will end on 30 October 2018. During this period, he earns a further DKK 12,600,000 of which DKK 5,600,000 was paid in 2018. However, this amount is not included. Sign-on fees corresponding to DKK 11,500,000 to two new executives are not included. 3 Vestas Wind Systems: In 2018, the total number of shares granted amounts to 248,089 shares with a fair value of EUR 14m (out of which 70,233 shares with a fair value of EUR 4m are grants to the executive management). The fair value calculated is based on a share price of EUR 56 at measurement, close of Nasdaq Copenhagen on 17 April 2018. 4 Novozymes: Only the company’s CEO, CFO and COO are registered with the Danish Business Authority. Only remuneration to the registered executives is included. In 2017, only two executives were registered with the Danish Business Authority. 5 H. Lundbeck: Retirement package to a resigning executive of DKK 9,800,000 is not included. 6 ISS: Only the company’s CEO and CFO are registered with the Danish Business Authority. Only remuneration to the registered executives is included. The remuneration in 2018 includes PfR retention bonus. 7 Tryg: One-off fees of DKK 3,365,000 related to the company’s acquisition of Alka is not included. Effective 23 January 2018, a new CCO joined the executive management. Severance payment to the company’s CFO, who resigned on 14 October 2018, is not included. Pay supplement to the company’s CCO for managing two positions as CCO and Head of Private Denmark is not included. 8 Jyske Bank: In 2018, the executive management earned retirement remuneration of DKK 1,400,000, which is not included. 9 Chr. Hansen Holding: Effective 1 June 2018, the company’s CEO resigned and a new CEO was appointed. As there is no overlap, their respective remuneration has been aggregated. 10 ROCKWOOL International: Only the company’s CEO and CFO are registered with the Danish Business Authority. Only remuneration to the registered executives is included. 11 Pandora: The company’s CFO resigned with effect from 31 July 2018 and the company’s CEO resigned with effect from 31 August 2018. Severance pay in the amount of DKK 24,500,000 related to base pay, DKK 17,200,000 related to expected future bonuses in the notice period and DKK 5,600,000 in share-based payment to the resigning CEO and CFO is not included in the chart. Replacement reward of DKK 3,300,000 to the company’s new CEO is not included. Sign-on cash bonus of DKK 2,300,000 to the company’s COO is not included. 12 Sydbank: Fees received in connection with directorship is deducted. 1

21. Remuneration for the executive management by components | 2018 In 2018, the average fixed salary (including pension and other benefits) amounted to DKK 26 million (2017: DKK 24.2 million and 2016: DKK 26.4 million) corresponding to 56.9% of the total remuneration. The average cash bonus was DKK 8.4 million in 2018 (2017: DKK 8 million and 2016: DKK 8.4 million), corresponding to 18.5% of the total remuneration.

The average share-based remuneration was DKK 11.2 million in 2018 (2017: DKK 10.4 million and 2016: DKK 9.7 million) corresponding to 24.6% of the total remuneration.

mDKK 160

mDKK 160 Share-based remuneration 140 Cash bonus Fixed salary 120 No. of executives in 2018 100

140 120 100 80

80 2018 average: 45.7 mDKK

60 40

20 0

an k

D em

or a

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4 11

ni br ew

In te

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FL Sm

bu H

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Ba nk

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Novo Nordisk: Effective 15 February 2018, one executive director joined the executive management. Shares are locked up for three years before they are transferred to the participants employed at the end of the three-year period. The value is the cash amount of the share bonus granted in the year using the grant-date market value of Novo Nordisk B shares. For shares allocated for the 2018 performance, the amount of shares may potentially be reduced or increased depending on whether the average sales growth per year in the three-year vesting period deviates from a target set by the board of directors. 2 Danske Bank: Effective 2 May 2018, three executive directors joined the executive management, effective 15 October 2018, one executive director joined the executive management, and effective 26 November 2018, one executive director joined the executive management. Effective 21 April 2018, one executive director resigned from the executive management, effective 2 May 2018, one executive director resigned from the executive management, and effective 1 October 2018, the company’s CEO resigned from the executive management. In 2018, members of the executive management waived their right to cash bonuses under the 2018 STIP. 3 Vestas Wind Systems: In 2018, the total number of shares granted amounts to 248,089 shares with a fair value of EUR 14m (out of which 70,233 shares with a fair value of EUR 4m are grants to the executive management). The fair value calculated is based on a share price of EUR 56 at measurement, close of Nasdaq Copenhagen on 17 April 2018. 4 Novozymes: Effective 1 February 2018, one executive director joined the executive management. 5 Coloplast: The share-based remuneration shows the annual accounting cost of share options awarded in the current and in prior years in accordance with the accounting policies applies and does not show the fair value of share options awarded in the current financial year. 6 H. Lundbeck: Effective September 2018, one executive director joined the executive management as the company’s new CEO and thus replacing the company’s interim CEO. 7 Tryg: Effective 23 January 2018, a new CCO joined the executive management. Effective 14 October 2018, the company’s CFO resigned from the executive management. 8 GN Store Nord: Effective 31 October 2018, the CEO of GN Hearing resigned. 9 Jyske Bank: Effective 30 April 2018, one executive director resigned from the executive management. 10 Chr. Hansen Holding: Effective 31 May 2018, the company’s CEO resigned and was replaced 1 June 2018. As there is no overlap between the two CEOs, their remuneration has been aggregated. 11 Pandora: Effective 31 July 2018, the company’s CFO resigned. Effective 31 August 2018, the company’s CEO resigned. Effective 1 August 2018, a new CFO joined the executive management. Effective 1 September 2018, a new COO joined the executive management. 1

22. Components of remuneration for the executive management | 2016 – 2018 “Members of management in a limited liability company may receive fixed or variable remuneration” 1 “The Committee recommends that if, in relation to long-term incentive programmes, a share-based remuneration is used, the programmes should have a vesting or maturity period of at least three years after being allocated and should be roll-over programmes, i.e. the options should be granted periodically.” 2 Of the companies that reported on the individual remuneration components in 2017, 12 companies increased the total remuneration for their executives in 2018 while the number of executives remained unchanged.

Fixed salary (including pension scheme and other benefits)3

In the period 2016-2018, share-based remuneration seemed to compromise a slightly decreased part of the total remuneration for the executive management, whereas there was a corresponding increase in the share-based part of the remuneration during this period.

Cash bonus

Share-based remuneration

2017

2018

24.6%

18.5%

Three companies decreased the total remuneration for their executives while the number of executives remained unchanged. Since 2017, 18 companies increased fixed salaries, whereas five companies decreased the fixed remuneration component for their executives. The cash bonus for executives was increased by 10 companies and decreased by nine companies. Share-based remuneration was increased in 14 companies and decreased in eight companies.

2016 20.9%

24.5%

56.9%

18.8%

56.7%

19.0%

60.0%

The Danish Companies Act, section 138(1). Recommendations on Corporate Governance, section 4.1.4. 3 Jyske Bank: A variable compensation to the executive board of DKK 400,000 is included. The company states that its executive management is not covered by any incentive schemes and that it receives no variable remuneration. It is not disclosed whether the variable compensation of DKK 400,000 is paid as cash or in shares. 1

23. Fixed salary & cash bonus to the executive management | 2016 – 2018 The average cash-based remuneration paid to the executive management (fixed salary including pension and benefits as well as cash bonus) amounted to DKK 34.5 million in 2018 (2017: DKK 32.2 million and 2016: DKK 34.9 million) corresponding to an increase of 7% since 2017 (2016-2017: Decrease of 7.7%). In general, the executive management’s remuneration has been relatively stable during the last three years. However, a few companies have increased cash-based remuneration significantly during this period. The increase in the average remuneration paid to the executive management is mainly due to large increases for a few companies.

The majority of the C25 companies (18 out of 24) offer cash bonuses as part of their incentive schemes for the executive management. In 2018, 10 companies increased their total cash-based remuneration in comparison to their respective 2017-levels, while maintaining the same number of executives as in 2017.

mDKK

120

120 2018

2017

2016

100

60 2018 average: 34.5 mDKK

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ISS: The remuneration in 2018 includes PfR retention bonus. Jyske Bank: In 2018, the executive management earned retirement remuneration of DKK 1,400,000, which will be paid upon retirement. This is not included in the chart. Tryg: Effective 23 January 2018, a new CCO joined the executive management. Effective 14 October 2018, the company’s CFO resigned from the executive management. Pandora: Severance pay of DKK 24,500,000 to the company’s former CEO and CFO is not included in the chart.

24. CEO remuneration | 2016 – 2018 In 2018, the average total remuneration paid to the CEO amounted to DKK 20.3 million (2017: DKK 18.6 million and 2016: DKK 18.3 million) corresponding to an increase of 10.6% compared to 2017 and an increase of 10.6% compared to 2016. From 2016 to 2017, the average total remuneration paid to the CEO almost remained unchanged.

15 of the 18 C25 companies disclosing CEO remuneration have increased the remuneration to the CEO from 2017 to 2018 by DKK 3.0 million on average.

mDKK

2018

2017

2016

30 2018 average: 20.3 mDKK

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H. Lundbeck: The remuneration to the company’s CEO in 2018 is not included in the chart. The company had an interim CEO who served as CEO until the end of August 2018. As of September 2018, a new CEO was appointed. However, the former interim CEO stayed in the executive management as CFO. It is not disclosed in the annual report what part of the remuneration that relates to his position as CEO and what part that relates to his position as CFO, and for that reason, the remuneration for 2018 has not been included. 2 Pandora: The remuneration to the company’s CEO in 2018 is not included in the chart. In the annual report, it is disclosed that the total remuneration to the CEO amounts to DKK 42,800,000, which is including severance pay. However, it is not disclosed what the severance pay amounts to, and consequently, the remuneration for 2018 has not been included. 3 Ørsted: IPO executive retention bonus is included in the chart. 4 GN Store Nord: The CEO of GN Audio and the CEO of GN Hearing have both registered as CEOs in GN Store Nord. However, only remuneration to the CEO of GN Audio has been included for 2018, as the CEO of GN Hearing resigned effective 31 October 2018. As a result of this resignation, the numbers for 2018 only include remuneration for the CEO of GN Audio while 2016 and 2017 numbers are based on an average of the remuneration paid to both the CEO of GN Hearing and the CEO of GN Audio the respective years. 5 Chr. Hansen Holding: The company’s CEO resigned effective 31 May 2018 and was replaced effective 1 June 2018. As there is no overlap between the former and the new CEO, their respective remuneration has been aggregated. 6 Danske Bank: Effective 1 October 2018, the company’s CEO resigned and was replaced by a new CEO, who already was a member of the executive management. The remuneration paid to the new CEO is not included in the chart since it is not disclosed in the annual report what part of this remuneration relates to the position as CEO and what relates to his previous position as a member of the executive management. 7 Jyske Bank: Earned retirement remuneration of DKK 100,000 is not included in the chart. 1

25. CEO remuneration by components | 20181 Four of the C25 companies (A.P. Møller - Mærsk, ROCKWOOL International, Royal Unibrew and Vestas Wind Systems) did not disclose the total remuneration paid to their CEO.

The average cash bonus in 2018 paid to the CEO amounted to DKK 5.1 million (2017: DKK 4.4 million and 2016: DKK 3.9 million) corresponding to an increase of 17.4% compared to 2017 and an increase of 32.0% compared to 2016.

The average fixed salary in 2018 paid to the CEO amounted to DKK 10.3 million (2017: DKK 9.9 million and 2016: DKK 9.6 million) corresponding to an increase of 4.5% compared to 2017 and an increase of 7.2% compared to 2016.

The average share-based remuneration in 2018 paid to the CEO amounted to DKK 7.0 million (2017: DKK 5.1 million and 2016: DKK 4.8 million) corresponding to an increase of 37.4% compared to 2017 and an increase of 45.5% compared to 2016.

mDKK 50

Fixed salary (including pension scheme and other benefits) Cash bonus Share-based remuneration

45 40

mDKK 50 45 40

2018 average: 20.3 mDKK

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H. Lundbeck and Pandora: The companies are not included in the chart. H. Lundbeck had an interim CEO who served as CEO until the end of August 2018. As of September 2018, a new CEO was appointed. However, the former interim CEO stayed in the executive management as CFO. It is not disclosed in the annual report what part of the remuneration that relates to his position as CEO and what part that relates to his position as CFO, and for that reason, the remuneration for 2018 has not been included. In Pandora’s annual report, it is disclosed that the total remuneration to Pandora’s CEO amounts to DKK 42,800,000, which is including severance pay. However, it is not disclosed what the severance pay amounts to, and consequently, the remuneration for 2018 has not been included. 2 Novo Nordisk: In 2018, 70% of the maximum share allocation was allocated to the participants in the LTIP. Shares equalling 12.6 months’ fixed salary plus pension contribution was allocated to the CEO. The amount of shares allocated may be reduced or increased by 30%, depending on whether the average sales growth per year in the three-year vesting period deviates from the target set by the board of directors. 3 Coloplast: The share-based remuneration shows the annual accounting cost of share options awarded in the current and in prior years in accordance with the accounting policies applies and does not show the fair value of share options awarded in the current financial year. 4 Tryg: One-off fee of DKK 600,000 related to the acquisition of Alka is not included in the chart. 5 Ørsted: IPO executive retention bonus is included in the chart. 6 GN Store Nord: The CEO of GN Audio and the CEO of GN Hearing are both registered as CEOs in GN Store Nord. However, only remuneration to the CEO of GN Audio has been included, as the CEO of GN Hearing resigned effective 31 October 2018. 7 Danske Bank: In 2018, the company’s CEO waived his right to cash bonus under the 2018 STIP. 8 Jyske Bank: Earned retirement remuneration of DKK 100,000 is not included. 1

26. Share holding requirements | 2018

27. Diversity in the executive management | 2018

Seven of the C25 companies (Carlsberg, Chr. Hansen Holding, Danske Bank, Genmab, ISS, Novo Nordisk and SimCorp) have reported that the members of the executive management were or may be obligated to hold shares in the respective companies in 2018, corresponding to 29.2% of the companies covered by this survey.

In 2018, the executive management of the Danish C25 companies consisted of four members on average.

The remaining 17 of the C25 companies have either stated that there is no holding requirement or have not disclosed in their annual report or in the minutes of the annual general meeting to what extent an investment and/or holding obligation applies to members of their executive management.

Out of a total of 91 executives in the Danish C25 companies in 2018, nine were women corresponding to 9.9%. In 2017, five executives out of a total of 82 executives were women corresponding to 6.1%. In 2016, five executives out of a total of 87 executives were women corresponding to 5.7%. In 2018, 27 out of the 91 executives in the Danish C25 companies were of another nationality than Danish corresponding to 29.7%.1 The non-Danish executives were primarily from Sweden (five), Germany (four), the Netherlands (four), France (three), the United Kingdom (two) and the United States (two). In 2017, 24 executives out of 82 executives were of another nationality than Danish corresponding to 29.3%. In 2016, 24 executives out of 87 executives were of another nationality than Danish corresponding to 27.6%.

9.9% 29.2% Holding requirement

Female

No holding requirement or N/A

Male

70.8% 90.1%

The total number of non-Danish executives amounts to 26. However, one executive (Genmab) has dual citizenships (Argentinian and American citizenship) and is therefore accounted for twice.

E. Executive management | Remuneration & composition | 20181 Company

No. of members2

No. of female members

No. of non-Danish members

Total remuneration

Cash bonus

32,597,000

104,310,400

65,194,000

Yes

Ambu

26,300,000

10,900,000

Yes

3,900,000

Carlsberg

80,900,000

21,200,000

Yes

19,700,000

Chr. Hansen Holding

24,156,792

15,060,716

Yes

4,771,712

Coloplast

47,200,000

31,800,000

Yes

3,300,000

Danske Bank

75,500,000

70,700,000

Yes

Demant

19,400,000

17,100,000

DSV

32,900,000

20,200,000

Yes

6,200,000

FLSmidth & Co.

23,622,000

13,778,000

Yes

5,052,000

Genmab

55,881,000

17,850,000

Yes

10,620,000

GN Store Nord

37,900,000

17,000,000

Yes

15,300,000

H. Lundbeck

42,700,000

26,500,000

Yes

12,700,000

ISS

42,087,000

16,821,000

Yes

21,784,000

Jyske Bank

36,200,000

Novo Nordisk

144,600,000

65,700,000

Yes

30,600,000

Novozymes

55,400,000

25,400,000

Yes

5,200,000

Pandora

20,200,000

13,800,000

Yes

4,400,000

ROCKWOOL International

23,148,630

14,934,600

Yes

5,227,110

Royal Unibrew

22,903,000

10,203,000

Yes

5,000,000

SimCorp

32,923,326

13,627,823

Yes

9,617,882

Sydbank

17,100,000

Tryg

40,509,670

31,657,774

Vestas Wind Systems

64,019,744

34,728,762

Yes

Ørsted

26,997,000

16,955,000

Yes

6,505,000

3.79

0.38

1.08

45,702,440

26,017,111

Yes: 83%

8,803,248

All figures are in DKK. “-” means “not disclosed”. For footnotes to the above numbers, please refer to graphs no. 24 and 25. The number indicates the number of employees remunerated during the respective companies’ last financial year.

Cash bonus | Yes/No

A.P. Møller - Mærsk

Average

Fixed salary (including pension scheme and other benefits)

Share-based remuneration

Percentage of total remuneration which is share-based

CEO | total remuneration

CEO | fixed salary (including pension scheme and other benefits)

CEO | cash bonus

CEO | share-based remuneration

6,519,400

6.3%

11,500,000

43.7%

18,600,000

7,200,000

2,600,000

8,800,000

40,000,000

49.4%

52,500,000

13,500,000

12,300,000

26,700,000

4,324,364

17.9%

13,793,230

7,754,032

3,504,226

2,534,972

12,100,000

25.6%

19,800,000

13,200,000

1,400,000

5,200,000 1,000,000

4,800,000

6.0%

11,900,000

10,900,000

2,300,000

11.9%

13,400,000

11,800,000

1,600,000

6,500,000

19.8%

19,000,000

11,700,000

3,500,000

3,800,000

4,792,000

20.3%

15,809,000

9,086,000

3,498,000

3,225,000

27,411,000

49.1%

28,287,000

8,489,000

6,378,000

13,420,000

5,600,000

14.8%

15,000,000

6,400,000

5,900,000

2,700,000

3,500,000

8.2%

3,482,000

8.3%

18,900,000

9,740,000

6,853,000

2,307,000

9,800,000

48,300,000

33.4%

41,300,000

15,900,000

8,900,000

16,500,000

24,800,000

44.8%

26,100,000

11,300,000

2,300,000

12,500,000

2,000,000

9.9%

2,986,920

12.9%

7,700,000

33.6%

9,677,621

29.4%

18,085,801

7,549,440

5,361,521

5,174,839

6,800,000

8,851,896

21.9%

18,199,877

13,718,500

4,481,377

29,290,982

45.8%

3,537,000

13.1%

17,344,000

10,813,000

4,225,000

2,306,000

11,248,883

21.9%

20,256,606

10,313,887

3,511,566

6,236,066

Corporate governance | Recommendations on remuneration & composition

28. Corporate governance recommendations Overall, the Danish C25 companies comply with most of the Recommendations on Corporate Governance with regard to management composition, organisation and remuneration.

relate to the recommendations applicable to the financial year 2018. For 2017, the numbers relate to the recommendations of 2014. For a further analysis of the Recommendations on Corporate Governance and Danish Large Cap companies, we refer to our annual Corporate Governance Survey.

Below are two of the recommendations that the largest number of companies deviate from and an explanation of their reasons for doing so. The numbers below for 2018

Comply Explain 25.0%

29.2%

2018

2018 70.8%

75.0%

20.8%

25.0%

2017

75.0%

”The Committee recommends that the board of directors establish a nomination committee […]”

79.2%

In 2018, 25% provided an explanation as to their deviation from the recommendation (2017: 25%). The explanations for the deviation from the recommendation in 2018 were quite specific due to different corporate structures. However, some companies noted that although they have no nomination committee, they followed the principles of the recommendation, e.g. by having the chairmanship undertake the responsibilities of a nomination committee.

Recommendations on Corporate Governance, section 3.4.6. Recommendations on Corporate Governance, section 3.4.2.

“The Committee recommends that a majority of the members of a board committee be independent” 2 In 2018, 29.2% companies provided an explanation as to their deviation from the recommendation (2017: 20.8%). The most common explanation was that the board of directors prioritises board members’ competences over independence. Furthermore, some companies explain that the majority of members of the one or more committees are independent; however, not in all committees as recommended and thus, the recommendation is only partially complied with for a number of companies. For some companies, they simply prioritise involving employee representatives in the committees.

F. Comply-or-explain | Overview | 20181 Recommendation 3.

Composition and organisation of the board of directors

3.1.

Composition

No. of companies in compliance

No. of companies departing from the recommendation

N/A

THE COMMITTEE RECOMMENDS that the board of directors annually evaluate and in the management commentary, account for 3.1.1.

– the competencies that it must have to best perform its tasks, – the composition of the board of directors, and – the special competencies of each member.

3.1.2.

THE COMMITTEE RECOMMENDS that the board of directors annually discuss the company’s activities to ensure relevant diversity at management levels and prepare and adopt a policy on diversity. The policy should be published on the company’s website.

3.1.3.

THE COMMITTEE RECOMMENDS that the selection and nomination of candidates for the board of directors be carried out through a careful and transparent process approved by the board of directors. When assessing its composition and nominating new candidates, the board of directors should in addition to the need for competencies and qualifications take into consideration the need for integration of new talent and diversity.

THE COMMITTEE RECOMMENDS that the notice convening a general meeting where the agenda includes the election of members to the board of directors, include (in addition to the statutory requirements) a description of the qualifications of the nominated candidates, including information about the candidates’ 3.1.3.

– other executive functions, including positions on executive boards, boards of directors and supervisory boards, including board committees, in Danish and foreign enterprises, and – demanding organisational tasks Furthermore, it should be indicated if the candidates to the board of directors are considered independent.

3.1.5.

THE COMMITTEE RECOMMENDS that members of the company’s executive board be not members of the board of directors and that a resigning chief executive officer be not directly elected as chairman or vice chairman for the same company.

3.1.6.

THE COMMITTEE RECOMMENDS that members of the board of directors elected by the general meeting be up for election every year at the annual general meeting.

3.2.

Independence of the board of directors

THE COMMITTEE RECOMMENDS that at least half of the members of the board of directors elected by the general meeting be independent persons, in order for the board of directors to be able to act independently of special interests. To be considered independent, this person may not: ― be or within the past five years have been member of the executive board, or senior staff member in the company, a subsidiary or an associated company, ― w ithin the last five years, have received significant remuneration from the company/group, a subsidiary or an associated company in a different capacity than as member of the board of directors, ― represent or be associated with a controlling shareholder, 3.2.1.

― w ithin the past year, have had significant business relations (e.g. personally or indirectly as partner or employee, shareholder, customer, supplier or member of management in companies with corresponding connection) with the company, a subsidiary or an associated company. ― be or within the past three years have been employed or partner in the same company as the auditor elected at by the general meeting, ― be part of the executive management in a company with cross-management representation in the company, ― have been member of the board of directors for more than 12 years, or ― be a close relative of persons who are not considered independent. Even if a member of the board of directors is not covered by the above criteria, certain conditions may exist that will lead the board of directors to decide that one or more members cannot be regarded as independent.

In the following, Ambu, Chr. Hansen Holding and Coloplast have been excluded as the companies report on the Recommendations of 2013 due to their financial year not following the calendar year. If a company has indicated partial compliance with a recommendation, this is included in “No. of companies departing from the recommendation”.

Recommendation 3.3.

Members of the board of directors and the number of other executive functions

3.3.1.

THE COMMITTEE RECOMMENDS that each member of the board of directors assess the expected time commitment for each function so that the member does not take on more functions than he/she can manage at a satisfactory for the company.

No. of companies in compliance

No. of companies departing from the recommendation

N/A

THE COMMITTEE RECOMMENDS that the management commentary, in addition to the provisions laid down by legislation, includes the following information about the members of the board of directors: – the position of the relevant person, – the age and gender of person in question, – the person’s competencies and qualifications that are relevant to the company, – whether the member is considered independent, 3.3.2.

– the member’s date of appointment to the board of directors, – expiry of the current election term, – the member’s participation in the meetings of the board of directors and committee meetings, – other management functions, including memberships in executive boards, boards of directors, and supervisory boards, including board committees in Danish and foreign enterprises and demanding organisational tasks, and – t he number of shares, options, warrants and similar owned by the member in the company, and other group companies, as well as changes to the member’s portfolio of the mentioned securities which have occurred during the financial year.

3.3.3.

THE COMMITTEE RECOMMENDS that the annual evaluation procedure, cf. section 3.5, include an evaluation of what is regarded as a reasonable level for the number of other management functions, where the number, level and complexity of the other individual management functions are taken into account.

3.4.

Board committees THE COMMITTEE RECOMMENDS that the company publish the following on the company’s website: – the terms of reference of the board committees,

3.4.1.

– the most important activities of the committees during the year, and the number of meetings held by each committee, and – t he names of the members of each committee, including the chairmen of the committees, as well as information on which members are independent members and which members have special qualifications.

3.4.2.

THE COMMITTEE RECOMMENDS that a majority of the members of a board committee be independent.

3.4.3.

THE COMMITTEE RECOMMENDS that the board of directors set up among its members audit committee and that a chairman is appointed who is not the chairman of the board of directors.

THE COMMITTEE RECOMMENDS that, prior to the approval of the annual report and other financial reports, the audit committee monitors and reports to the board of directors about: – significant accounting policies, 3.4.4.

– significant accounting estimates, – related party transactions, and – uncertainties and risks, including in relation to the outlook for the current year. THE COMMITTEE RECOMMENDS that the audit committee: – a nnually assesses the need for an internal audit, and in such a case, presents mandates and recommendations on selecting, appointing and removing the head of any internal audit function and on the budget of the internal audit function,

3.4.5.

– ensure that if an internal audit has been established, a description of its functions is approved by the board of directors, – ensure that if an internal audit has been established, adequate resources and competencies are allocated to carry out the work, and – monitor the executive board’s follow-up on the conclusions and recommendations of the internal audit function.

Recommendation

No. of companies in compliance

No. of companies departing from the recommendation

N/A

THE COMMITTEE RECOMMENDS that the board of directors establish a nomination, which is at least, responsible for the following preparatory tasks: – describing the qualifications required by the board of directors and the executive board and for a given position, indicating the time expected to be spent carrying out a specific position, as well as assessing the competencies, knowledge and experience found in the two governing bodies, – annually assessing the structure, size, composition and results of the board of directors and the executive board and recommend any changes to the board of directors, 3.4.6.

– annually assess the competences, knowledge and experience of the individual members of management, and report to the board of directors in this respect, – a nnually assessing the competencies, knowledge, experience and succession of the individual members of management, and report to the board of directors in this respect, – recommending candidates for the board of directors and the executive board, and – proposing an action plan to the board of directors on the future composition of the board of directors, including proposals for specific changes. THE COMMITTEE RECOMMENDS that the board of directors establish a remuneration committee, which is at least, responsible for the following preparatory tasks: – recommending the remuneration policy (including the “General Guidelines for incentive-based Remuneration”) to the board of directors and the executive board for approval by the board of directors prior to approval by the general meeting,

3.4.7.

– make proposals to the board of directors on remuneration for members of the board of directors and the executive board, as well as ensuring that the remuneration is in compliance with the company’s remuneration policy and the assessment of the performance of the persons concerned. The committee should have information on the total remuneration that members of the board of directors and the executive board receive from other companies in the group, and – recommending a remuneration policy applicable for the company in general, and – assisting with the preparation of the annual remuneration report.

3.4.8.

THE COMMITTEE RECOMMENDS that the remuneration committee do not consult with the same external advisers as the executive board of the company.

3.5.

Evaluation of the performance of the board of directors and the executive board THE COMMITTEE RECOMMENDS that the board of directors establishes an evaluation procedure for an annual evaluation of the board of directors and the individual members. External assistance should be obtained at least every third year. The evaluation should inter alia include: – contribution and results, – cooperation with the executive board,

3.5.1.

– the chairman’s leadership of the board of directors, – the composition of the board of directors (including competencies, diversity and the number of members), – the work in the committees and committee structure, and – the organisation and quality of the material that is submitted to the board of directors. The evaluation procedure and the general conclusions should be described in the management commentary and on the company’s website. The chairman should account for the evaluation of the board of directors, including the process and general conclusions, on the general meeting prior to the election of the board of directors.

3.5.2.

THE COMMITTEE RECOMMENDS that at least once annually, the board of directors evaluate the work and performance of the executive board in accordance with predefined criteria. Furthermore, the board of directors should evaluate the need for changes to the structure and composition of the executive board, in light of the company’s strategy.

3.5.3.

THE COMMITTEE RECOMMENDS that the executive board and the board of directors establish a procedure according to which their cooperation is evaluated annually through a formalised dialogue between the chairman of the board of directors and the chief executive officer, and that the outcome of the evaluation be presented to the board of directors.

Recommendation 4.

Remuneration of management

4.1.

Form and content of the remuneration policy

No. of companies in compliance

No. of companies departing from the recommendation

N/A

THE COMMITTEE RECOMMENDS that the board of directors prepare a remuneration policy for the board of directors and the executive board, which includes – a detailed description of the components of the remuneration for members of the board of directors and the executive board, 4.1.1.

– the reasons for choosing the individual components of the remuneration, – a description of the criteria that form the basis for the balance between the individual components of the remuneration, and – an explanation for the correlation between the remuneration policy and the company’s long-term value creation and relevant related goals. The remuneration policy should be approved by the general meeting at least every fourth year and upon any material amendments and published on the company’s website. THE COMMITTEE RECOMMENDS that, if the remuneration policy includes variable components, – limits be set on the variable components of the total remuneration package, – a reasonable and balanced composition be ensured between remuneration for members of management and the value creation for shareholders in the short and long term,

4.1.2.

– clarity be established about performance criteria and measurability for the award of variable components, – it is ensured that variable remuneration not only consists of short term remuneration components, and that long-term remuneration components must have a vesting or maturity period of at least three years, and – it be ensured that the company has the ability to reclaim, in full or in part, variable components of remuneration that were paid on the basis of information, which subsequently are found to be incorrect.

4.1.3.

THE COMMITTEE RECOMMENDS that remuneration of members of the board of directors does not include share options or warrants.

4.1.4.

THE COMMITTEE RECOMMENDS that if, in relation to long-term incentive programmes, a share-based remuneration is used, the programmes should have a vesting or maturity period of at least three years after being allocated and should be roll-over programmes, i.e. the options should be granted periodically.

4.1.5.

THE COMMITTEE RECOMMENDS that the total value of the remuneration relating to the notice period, including severance pay, do not exceed two years of remuneration, including all components of the remuneration.

4.2.

Disclosure of the remuneration policy

4.2.1.

THE COMMITTEE RECOMMENDS that the company’s remuneration policy and compliance with this policy be explained and justified annually in the chairman’s statement at the company’s general meeting.

4.2.2.

THE COMMITTEE RECOMMENDS that shareholders at the general meeting consider proposals for approval of remuneration for the board of directors for the current financial year.

4.2.3.

THE COMMITTEE RECOMMENDS that the company prepares a remuneration report that includes information on the total remuneration received by each member of the board of directors and the executive board from the company and other companies in the group and associated companies for the last three years, including information on the most important content of retention and resignation arrangements and that the correlation between the remuneration and company strategy and relevant related goals be explained.

The remuneration report should be published on the company’s website.

Incentive schemes

G. Incentive schemes | Descriptive overview | 20191

Short-term incentive programme

Long-term incentive programme

A.P. Møller - Mærsk

Ambu

The members of the executive board may receive an annual cash incen-tive conditional upon achievement of (i) specific financial goals for one or more business areas; (ii) the A.P. Møller - Mærsk Group’s total results; and (iii) other non-financial goals which drive the longer-term performance of the company.

The members of the executive board may receive an annual cash incentive upon realisation of a number of individually determined, short-term financial targets. Usually, these financial targets relate to organic growth, EBIT earnings and free cash flows before acquisitions of enterprises.

The incentive pay-out can constitute an amount corresponding to a maximum of 100% of the fixed annual fee.

The incentive pay-out can constitute up to 20% of the fixed base salary based on the on-target realisation of the financial targets and up to 40% of the fixed base upon realisation of the maximum level. The board of directors may decide to grant members of the executive board a discretionary cash bonus, which may be a maximum of an additional 25% of the fixed base salary.

The members of the executive board participate in a long-term incentive programme. The long-term incentives will consist of stock options and restricted shares. The stock options granted within a given financial year can annually amount up to 25% (calculated on the basis of the Black Scholes model) of the fixed base salary of the individual member of the executive board in the year of the grant. A stock option gives the right to purchase one B share in A.P. Møller - Mærsk. The exercise price for the stock option will be set at 110% of the volume weighted average share price on the five trading days immediately following the day on which the company published a financial report most recent to the time of grant. The stock options are exercisable earliest three years from the time of granting and will lapse latest four years from when they first become exercisable. The stock options are, however, only exercisable in accordance with applicable rules and regulations in relation to securities trading including applicable stock exchange rules in force from time to time and the company’s internal rules on trading with the company’s shares. Further, A.P. Møller - Mærsk operates with a restricted share program which aims to link a higher proportion of the annual pay to the share price development of A.P. Møller - Mærsk . The number of restricted shares is based on recommendation from the Remuneration Committee and can annually amount up to 25% of the fixed base salary of the individual member of the executive board in the year of the grant. The number of shares granted will be stated in the Company’s annual reports. The shares are transferred free of charge to each member of the executive board five years after the time of granting provided the individual member has not resigned during the period. After the expiry of the five year period, the member is free to sell the shares subject to applicable laws and the Company’s internal rules.

The descriptions are based on the most recently adopted remuneration policies.

Carlsberg

The members of the executive management may receive an annual cash bonus. For 2018, the annual bonus comprises of two elements, where the first, accounting for 80% of the bonus, is based on three measures: (i) organic operating profit; (ii) organic net revenue growth; and (iii) addressable cash flow. The second element accounting for the remaining 20% will be linked to the executives’ performance against measures that reflect the group’s strategic priorities. The maximum cash bonus corresponds to 100% of fixed salary, with 60% of fixed salary payable for on-target performance.

The members of the executive board participate in two long-term incentive programmes, the Strategy 2020 programme and the Big Five 2020.

The members of the executive management participate in long-term incentive arrangements based on (i) share options and (ii) performance shares.

In general, the long-term remuneration takes the form of share options in the company, and the allocation of options is dependent on the realisation of financial targets. Any unexercised options will lapse after the expiry of the exercise period.

The share options vest after three years subject to continued employment, and the options must be exercised no later than eight years after the time of grant. Share options will be awarded only by exception, and in 2018, the long-term incentive arrangements for the executive directors will consist only of performance shares.

Under the Strategy 2020 programme, options allocated may constitute up to 50% of the fixed base salary based on the on-target realisation of the financial targets and up to 100% if maximum targets are realised. Options granted under this programme will vest two years after the final allocation, and the exercise period is three years from the date of vesting. Under the Big Five 2020, options allocated may constitute up to 150% of the fixed base salary based on the on-target realisation by the end of 2020 of the financial targets set out in the Big Five 2020 strategy plan. If maximum targets are met, the allocation may constitute up to 300% of the fixed base salary. Options granted under this programme will vest on 1 October 2021, and the exercise period is three years from the date of vesting.

Performance shares vest three years after the grant date, subject to performance conditions. The maximum value of awards that can be made in a financial year is 300% of fixed salary. The performance share award will be subject to four performance conditions measured over three years: (i) total shareholder return; (ii) earnings per share; (iii) organic net revenue growth; and (iv) return on invested capital.

Chr. Hansen Holding

Coloplast

The members of the executive board may receive an annual cash bonus conditional upon achievement, in whole or in part, of certain individual performance targets related to a particular financial year.

The members of the executive management may receive an annual cash bonus, subject to achievement of certain benchmarks. The bonus benchmarks are currently based on growth and profitability.

The bonus may be paid out in cash and/or in the form of restricted share units as determined by the board of directors.

The annual cash bonus may constitute up to 25% of the executive management member’s annual fixed remuneration.

Danske Bank

The members of the executive board may receive an annual cash bonus subject to achieving short-term performance targets. The aggregate level of variable pay is maximised at 50% of the fixed compensation.

The restricted stock units will vest over a period of up to three years. The board of directors may decide that a proportionate share of the restricted stock units vest each year during the three-year period. Each vested restricted stock unit carries a right to purchase one share in the company against the payment of DKK 1 or another price as determined by the board of directors that may be lower than the market price at the time of award. The aggregate value of the bonus granted as cash payment or in the form of restricted stock units may not exceed 120% of the annual base salary of the executive officer in the year of award, excluding pension and other accessory payments.

The members of the executive board may participate in a matching shares programme.

The members of the executive management may participate in an share option plan.

The programme requires the executive officer to purchase a number of shares (“investment shares”) and hold these for a period of no less than three years. When the holding period expires and subject to achievement of certain predefined performance targets, the executive officer may be entitled to a number of additional shares per investment share (“matching shares”).

The share option plan is revolving and not subject to achievement of defined benchmarks in order to ensure alignment with long-term creation of shareholder value.

The number of matching shares that may be received is determined by the board of directors based on specific performance targets which must cover a minimum period of three financial years. Receiving matching shares is also conditional on (i) having acquired a certain minimum of investment shares corresponding to a certain percentage of the annual base salary, (ii) retaining ownership of the investment shares in the holding period, and (iii) continued employment upon expiration of the holding period or having left the group as a good leaver.

The members of the executive management are awarded a number of share options each year with a value equal to a maximum of 40% of the executive management member’s annual fixed remuneration. Options are awarded at a strike price which is 5% higher than the market price at the award date calculated as the average price of all trades on the last trading day of the calendar year.

The members of the executive board participate in a conditional share programme subject to long-term performance targets with a vesting period of three years. The programme is contingent on achieving long-term performance goals based on the Group’s performance on total shareholder return against selected peers. Paid shares are subject to an additional retention period of one year upon disbursement. The aggregate level of variable is maximised at 50% of the fixed compensation.

The share options have a term of five years and are exercisable after three years.

The maximum value of matching shares may not exceed 100 % of the executive director’s base salary.

Demant

Short-term incentive programme

The members of the executive management are not covered by any short-term incentive programme.

Long-term incentive programme

The board of directors may offer members of the executive management a variable cash remuneration component in the form of an annually revolving retention scheme. To ensure clarity regarding the criteria for payment under such retention scheme, the scheme shall i.a. contain (i) a qualifying retention period of two to five years, (ii) a base calculation amount of one to six months’ fixed salary, (iii) an adjustment of the base calculation amount according to the development in the Company’s share price during the relevant retention period and (iv) a mechanism whereby an executive management member who gives or is given notice of termination, will not be entitled to any retention remuneration, neither in full nor pro rata.

DSV

In exceptional circumstances, as determined at the discretion of the Board of Directors, members of the Executive Board may be offered a separate bonus of up to 50% of their basic annual remuneration. In case this is decided by the Board of Directors, sufficient disclosure must be made in the Annual Report about the reason for the bonus.

Each member of the group executive management may receive a yearly bonus which may not exceed 75% of the relevant member’s base salary, for the year in question.

The members of the executive board participate in a share option programme (affording share purchase rights and share subscription rights).

Effective from 2016, a performance share programme has replaced the previous share option programme.

The decision to grant shares to the executive board is made by the chairmanship at its own discretion based on its assessment of the relevant executive and his or her meriting qualities and in due consideration of the financial results of the company.

Granting of performance shares may take place once a year. Vesting of the performance shares is dependent on (i) a three-year vesting period, (ii) continued employment, and (iii) achieving long-term financial target(s). Full vesting will require fulfilment of a stretched target, i.e. performance above the set target performance for the long-term financial targets.

Share options granted vest on the third anniversary of the grant date and may be exercised during an exercise period of up to two years. The executive board may not, in any one year, receive more than a total of 10% of all share options granted to employees in any one year. The total number of granted share options in the DSV group may not exceed 3,000,000 shares in any one year. The total value of share options granted by members of the executive board must never exceed 200% of their fixed salary.

FLSmidth & Co.

The targets are primarily related to the fulfilment of financial key performance indicators, including with regard to the company’s budgeted results, achievement of financial ratios or other measurable financial targets. Other operational and/or personal key performance indicators may apply. Additionally, the bonus is conditional on the group realising a positive cash flow.

The grant of performance shares may not exceed 50% of the executive’s base salary at the grant date. The board of directors may in individual cases implement supplementary bonus schemes, which may not exceed an amount corresponding to 100% of the base salary for the year in question.

Genmab

The members of the management board may receive an annual cash bonus subject to fulfilment of predefined targets. The bonus cannot exceed 60% to 100% (depending on position) of the management board member’s annual salary. In addition, the members of the management board may receive an extraordinary bonus of maximum 15% of their annual salaries based on the occurrence of certain events or achievements. The bonus schemes may enable members of the management board to earn a bonus per calendar year of up to an ordinary maximum of approximately DKK 10 million and an extraordinary maximum of approximately DKK 1.5 million.

GN Store Nord

The members of the executive management may receive an annual cash bonus according to defined financial targets as well as individually defined measurable annual targets for GN Audio and GN Hearing. The cash bonus target for each member of the executive management is 50% of the fixed annual base salary but can vary between 25% to 75%. The actual payment each year depends on the degree to which the specific and measurable targets defined have been met by the company and the individual member of the executive management. These targets will primarily be based on the performance on financial metrics relative to key top or bottom line metrics of GN Audio and GN Hearing, respectively, such as net revenue, EBITA, EBITDA, or similar, or other measurable personal performance of a financial or a nonfinancial nature.

H. Lundbeck

The members of the executive management may receive an annual cash bonus subject to predefined group and individual targets of the preceding financial year. The CEO may receive up to 14 months’ base salary as a bonus conditioned on achievement of exceptional results. The other members of the executive management may receive up to six months’ base salary as a bonus conditioned on achievement of exceptional results.

The cash bonus pay-out can never exceed the annual base salary for the position.

The Board of Directors and the members of the management board participate in a sharebased incentive programme. Each member of the executive management shall hold a number of shares corresponding to the value of such member’s annual base salary. The number of shares is finally fixed at commencement of the employment as or promotion to member of the executive management and may be built up over a five year period from the date of employment or promotion. Members of the executive management may on an annual basis be granted share-based instruments of up to four times the annual base fee. However, the value may in no event exceed DKK 25 million. Genmab is entitled to reclaim in full or in part, on the basis of generally applicable principles of Danish law, variable components that were paid to the members of the executive management on the basis of data, which proved to be misstated. A new member of the board of directors may be granted share-based instruments of up to four times the annual base fee upon election. In addition, the members of the board of directors may be granted share-based instruments of up to one time the annual base fee (chairman: 2 times, deputy chairman: 1.5 times) on an annual basis. Warrants vest three years after the grant date and may be subject to certain conditions regarding continued employment. The warrant holder, may, however, be entitled to exercise all warrants in instances where the employment relationship is terminated by the company without the warrant holder providing a good reason for the company to do so. Notwithstanding the foregoing, warrants granted to members of the executive management are subject to an additional two year lock-in period upon vesting. The warrants shall lapse automatically, without prior notice and without compensation on the seventh anniversary of the grant date.

The members of the executive management may receive an allocation of conditional shares in GN at no charge. Each allocation will be made within a range of 50% to 100% of the annual base salary.

The members of the executive management participate in a three-year revolving programme, which may include both warrants, share options, restricted share units and other forms of share-based instruments.

The number of share options vesting is conditional on GN’s performance against up to two metrics, which are measured against a peer group of relevant companies. The share options have a vesting period of three years.

All restricted shares – and other shares or share-based instruments – vest after three years. The targets will be defined by the board of directors and may include both financial and strategic targets. It is a prerequisite for upholding vesting rights under the programme that the member’s employment is not under notice or cancelled throughout the vesting period (only applicable to “bad leavers”).

If GN’s performance after the three-year performance period is below the minimum required level of performance, none of the granted options will vest. If the performance is at or above the maximum performance measured against the peer group, the conditional allocation of share options can be doubled. The board of directors may at its sole discretion but based on objective and verifiable criteria change the performance metrics for each new grant of share options in the event that other financial metrics become more relevant to the company’s long term strategy. Vested share options that are not exercised before the expiry of the last exercise window in the sixth year after the allocation year will lapse without compensation.

The executives will have the opportunity of gaining access to an awarded value of the programme of up to a maximum of six months’ salary of the year in question and up to a maximum of 12 months’ salary for the CEO. Warrants and share options may be considered for exercise during a period of up to 10 years from grant. The targets for granting and/or vesting, if any, will be defined by the board of directors and may include financial and strategic targets of H. Lundbeck as well as individual targets.

The gross return on the share options for each annual grant cannot exceed a value equal to four times the annual base salary of the relevant member of the executive management at the time of grant.

Warrants are granted at an exercise price which cannot be lower than the price of the company’s shares as noted on the Nasdaq Copenhagen at close of business on the day of grant, but not less than par. Accordingly, members of the executive management will not be in the position to realize an immediate gain upon the grant of warrants. Not until the time of a later exercise, subject to the vesting rules, the warrant holder may be in a position to gain value.

ISS

Jyske Bank

Short-term incentive programme

Members of the executive group management board may receive up to 100% of their annual base salary in performance-based cash bonus. In extraordinary circumstances, as determined at the discretion of the board of directors, the executive group management board may be offered to receive a separate cash or share or share instrument-based bonus up to 100% of the annual base salary.

The members of the executive board are not covered by any incentive programme.

Long-term incentive programme

Executive group management members will be eligible to receive a number of performance based share units and/or restricted share units, subject to fulfilment of certain key operational objectives or other bonus objectives.

The members of the executive board are not covered by any incentive programme.

Performance based share units granted as a part of an annual grant will, subject to fulfilment of certain key operational objectives, hereunder targets for earnings per share and total shareholder return compared against Danish listed companies and international service companies or other bonus objectives as determined by the board of directors, vest on the date of the third anniversary from the relevant grant date. Restricted share units granted as a part of an annual grant vest no later than on the date of the third anniversary from the relevant grant date. The value of performance based share units and/or restricted share units granted to an individual member of the executive group management in a given financial year may not exceed 200% of that individual member’s annual base salary at the time of grant for each financial year.

Novo Nordisk

The members of the executive management may receive an annual cash bonus subject to predefined functional and individual business targets. The maximum pay-out per year is equal to 12 months’ fixed base salary plus pension contribution.

Each year in January, the board of directors decides whether or not to establish a long-term incentive programme for that calendar year. The members of the executive management participate in a long-term incentive programme based on an annual calculation of economic value creation as compared to the budgeted performance for the year and on sales compared to the budgeted target for the year. The long-term incentive programme operates with a yearly maximum share allocation per executive equal to 18 months’ fixed base salary plus pension contribution for the CEO and 13.5 months’ fixed base salary for the executive vice presidents. The board of directors determines at the beginning of each year the maximum allocation per executive for the given year, and this allocation can be reduced in case of lowerthan-expected performance on a number of predefined research and development projects and key sustainability projects. Further, the board of directors determines the expected average annual sales growth which must be used as basis when finally calculating the size of the allocation at the end of a three year vesting period, given that the allocation can be reduced or increased with up to 30% depending on the actual average sales growth in the three year vesting period. Once the allocation per executive has been determined and approved by the board of directors, the total cash amount is converted into Novo Nordisk B-shares at market price. The shares are allocated to the executives according to their bases salary as per 1 April in the performance year. The allocated shares for a given year will be locked up for three years (the three year vesting period) before they are transferred to the individual executive. If an executive resigns during the vesting period, his or her allocated shares will be removed. At the end of the vesting period, the allocation of shares will be reduced or increased with up to 30% depending on whether the actual average annual sales growth in the three year vesting period is lower or higher than compared to the expected average annual sales growth (as described above). The allocation cannot exceed 24 months’ fixed base salary plus pension contribution for the CEO and 18 months’ fixed base salary for executive vice presidents. In the vesting period, the market value of the allocated shares per executive will change dependent upon the development in the Novo Nordisk B share price, aligning the interests of the executives with those of the shareholders.

Novozymes

Pandora

The members of the executive management may receive two types of annual cash bonus: (i) a bonus linked to the degree of fulfilment of the individual targets, which may not exceed an amount equivalent to three months’ fixed base salary including pension contributions; and (ii) a bonus depending on Novozymes achieving a predefined budget target for operating profit (EBIT). If the EBIT condition is satisfied, the bonus amount is obtained by multiplying the specified amount (two months’ fixed salary) by the degree to which the board of directors assesses that Novozymes has achieved the targets for Novozymes’ environmental and social responsibility set out in the most recent annual report, the maximum being 100%.

The members of the executive board may receive an annual cash bonus subject to fulfilment of criteria based on the company’s financial circumstances and general development.

Group Management members are eligible to receive short-term cash-based incentives on an annual basis.

The cash bonus cannot exceed 100% of the annual base salary of each member of the executive board.

Any grant of short-term incentives to the Group Management is conditional upon achievement of certain performance targets related to the relevant financial year and fixed in advance by the board of directors. The maximum pay-out level is 40% of the annual base salary of the relevant individual in the year of award, excluding pension and other accessory payments, with the pay-out level being determined based on measurable pre-determined parameters.

The maximum payout per year is equal to five months’ fixed base salary (including pension contributions) calculated on the basis of the most recently approved fixed salary.

The members of the executive management may be allocated shares or share options for the company’s B-shares. The final number of shares or share options granted is determined by the board of directors. Allocation may be based on the degree of fulfilment of targets set by the board of directors. If deemed appropriate by the board of directors, the share-based incentive programme can be fully or partly substituted with a similar long-term incentive programme based on cash (“phantom shares”). Share options may be exercised between three and eight years from the grant date. Granted share options are subject to a three-year binding period, after which all shares for one or more vesting year(s) are transferred to the individual executive. The value of share options may not on the grant date of any given year exceed an amount equivalent to the executive management’s most recently approved annual fixed base salary including pension contributions plus the maximum cash bonus, irrespective of actual allocation. The value of shares allocated to the executive management under the share programme may not exceed an amount equivalent to the executive management’s most recently approved annual fixed base salary including pension contributions plus the maximum cash bonus, irrespective of actual allocation, multiplied by the number of years in the grant period. To ensure that the share-based portion of the total remuneration does not reach unintended levels, the board of directors may reduce the scope of a share option programme or share programme such that the intrinsic value at the end of the program does not exceed the value at the grant date plus 100%.

ROCKWOOL International

The members of the executive board may receive share options based on the attainment of EBITDA and consolidated revenue targets by the end of a three-year period.

Group management members are eligible to receive annual long-term incentive grants, and these long-term incentives may consist of either stock options or restricted shares.

The board of directors may resolve that no share options will be granted, unless the EBITDA and consolidated revenue targets are exceeded by more than 10%. Granting the maximum number of share options requires that both the EBITDA and consolidated revenue targets are exceeded by more than 20%.

As of the time of the grant approval, the value may not exceed 30% of the annual base salary of the CEO and respectively 20% of the annual base salary of each member of the Group Management, excluding pension and other accessory payments. If restricted shares are granted in a given year, stock options cannot be given the same year, and vice versa.

The maximum grant is 100% of each executive’s current base salary at the said time. The exercise price of granted share options is set at 1% of the shares’ market value at the date of grant.

The vesting and exercise period of stock options are determined by the board of directors. However, the vesting period shall be no less than three years, and the exercise period shall be no less than three and no more than eight years from the time of grant. Restricted shares will be subject to a vesting period of no less than three years. The shares are after the vesting period transferred to the participants without payment subject to continued employment. The maximum annual grant value of the total scheme is EUR 3 million. The number of outstanding non-exercised options or restricted shares granted may not at any time exceed 5% of the company’s share capital.

The share-based remuneration received by the company’s CEO is 50% higher than that received by the other members of the executive management.

Royal Unibrew

Short-term incentive programme

Long-term incentive programme

The members of the executive board may receive an annual cash bonus which is not to exceed 60% of the fixed annual salary. Bonus grants and the size of the bonus is dependent on the fulfilment of objectives agreed for one year at a time, and these objectives will primarily relate to the fulfilment of the company’s budgeted goals and results or the achievement of financial key figures or other measurable individual results, whether of a financial or nonfinancial nature.

The members of the executive board may receive a long-term bonus in the form of either a cash bonus and/or conditional shares which is typically earned over three years. The value of the cash bonus may not exceed two thirds of the annual gross salary of the executive. Further, the value of the shares granted may not exceed two thirds of the executive’s annual gross salary. The total value of the long-term bonus (i.e. the long-term cash bonus and the conditional shares combined) may not exceed two thirds of the individual member’s annual fixed salary.

SimCorp

The executive management board may receive an annual cash bonus with a target value of up to 65% of the fixed base salary. Typically the 65% cash bonus is split as follows: 50% is based on the company’s balanced scorecard (50% financial objectives and 50% strategic objectives), while the remaining 15% is allocated for other specific targets that vary from year to year.

Sydbank

The executive management is not covered by any bonus scheme. However, it is determined once a year whether a bonus should be paid depending on individual performance and the results achieved. The bonus may not exceed 25% of the annual base salary.

If target values for the measures are exceeded (above 100% achievement of targets), the board may decide to apply an incentive for over-performance, in which case the short-incentive compensation may be up to 90% of the fixed annual salary.

The members of the executive management board may be granted restricted share units with an aggregate value at the time of grant of up to 100% of the fixed annual salary determined at the time of grant. The restricted share units will vest three years after the grant. However, the restricted share units are subject to the executive management board member being employed with the company at the vesting date and that the company has met certain defined performance targets at the vesting date. Further, unless the executive management board member already holds company shares with a market value exceeding that member’s fixed annual salary, it is furthermore a requirement that shares to which the individual has acquired full ownership rights on the vesting date in respect of restricted share units must be held in trust for at least three years following the vesting date. However, members of the executive management board are entitled to sell shares allocated under the long-term incentive programme corresponding to the income tax arising from the allocated shares in any year such shares vest.

The executive management is not covered by any long-term incentive scheme.

Tryg

The executive management of Tryg is not covered by any cash-based short-term incentive schemes. In special cases, discretionary one-off remuneration may be paid to the executive board, risk takers and other employees. Such one-off remuneration may be paid for particularly good results in relation to areas in which targets have not already been set, a heavy workload or long working hours. One-off remuneration may also be used in connection with unforeseen events or circumstances which have had a significant impact on already set targets.

Tryg has incentive programmes for the executive board (“INP programme”). The allocation of variable salary the INP programme is based on a result and performance assessment of the participant’s work in the performance year (financial year), based on specific weighted financial and non-financial targets laid down at the beginning of the performance year. In special cases and in accordance with the regulations in force, the targets set for the performance year may be changed or supplemented with other targets during the performance year. The variable salary cap for the executive board is set at 50% of the fixed basic salary including pension in the performance year. INP is calculated and distributed the year after the performance year. For the performance year 2019, INP is based on a matching-shares programme that entitles the member of the executive board to buy shares at market price. Four years after, the executive manager receives free shares in the company equal to the number of shares that the executive manager has bought. The number of free shares may be reduced or lapse on the basis of backtesting. Free shares to the executive board are subject to a six-month retention period. From the performance year 2020, INP is allotted as conditional shares.

Vestas Wind Systems

The members of the executive management may receive an annual cash bonus defined by a weighted target achievement of a number of parameters, including financial key performance indicators like EBIT as well as any other targets approved by the board of directors. No pay-out will be made if the EBIT target is not met at the defined minimum acceptable performance level. The bonus is capped at a certain percentage of the fixed salary with the target and maximum pay-out levels set at 50% and 75% of the annual base salary, respectively.

The members of the executive management participate in a programme comprising restricted performance shares. For any single financial year, the number of performance shares to be granted to the combined executive management may amount to a total of 120,000 performance shares. The programme is based on three performance years, and the actual number of shares is decided at the end of the three performance years. The maximum size of the grant is 150% of the target corresponding to a total grant to the executive management of 180,000 performance shares. The performance shares will be granted in two portions. The first half of the shares will be granted after the three performance years following the disclosure of the programme, and the second half of the shares will be granted five years after the disclosure, with the total grant size being based on the results in the three performance years.

Ørsted

The members of the executive board may receive an annual cash bonus. The performance targets consist of two different elements, (i) the company’s creation of value and (ii) the performance of the individual member of the executive board within strategic areas of responsibility and/or specific projects. The annual bonus can be up to 30% of the fixed annual salary. At the discretion of the board of directors, the individual member of the executive board may in very extraordinary circumstances be eligible for further cash variable pay schemes of up to an additional 20% of his/her fixed annual remuneration.

The members of the executive board are covered by a share programme under which the members of the Executive Board have the opportunity to be granted restricted performance share units each year. It is a condition for being granted restricted performance share units under the programme that the participant holds a number of Ørsted shares representing a value equal to a share of each participant’s annual base salary. The CEO must hold shares with a value equal to 75% of the fixed salary while the CFO is required to hold 50%. Participants in the programme must invest in Ørsted shares prior to the first grant. If the participants fulfil the shareholding requirement at the time of the grant, they will each year be granted a number of restricted performance share units that represent a value equal to 20% of the participant’s annual base salary at the time of the grant. The granted restricted performance share units have a vesting period of three years, after which each restricted performance share unit entitles the holder to receive a number of shares free of charge, corresponding to 0-200% of the number of granted restricted performance share units. The final number of shares for each participant will be determined on the basis of the total shareholder return delivered by Ørsted, benchmarked against ten comparable European energy companies.

Regulatory framework

The Danish Companies Act

Under Section 138 of the Danish Companies Act, members of the executive management and board of directors in a public limited company may receive fixed or variable remuneration. The size of remuneration may not exceed what is considered standard, taking into account the nature and extent of the work, and what is considered reasonable with regard to the company’s financial position. Remuneration policy & Remuneration report According to the new rules set out in sections 139-139b of the Danish Companies Act, listed companies must prepare a remuneration policy and a remuneration report with the purpose of creating transparency and a stronger link between pay and the performance of the management. Under the Danish Companies Act section 139, any material changes to current remuneration policy or introduction of a new remuneration policy must be adopted by the general meeting at least every fourth year and upon any material amendments. If the remuneration policy is not approved at the general meeting, the board of directors shall put forward an amended proposal for the remuneration policy no later than at the following annual general meeting. If specific agreements on remuneration are made, or if existing agreements are extended or amended, it must be done in accordance with the applicable approved remuneration policy. As soon as a remuneration policy prepared in compliance with section 139a of the Danish Companies Act is approved, the mandatory provision in the company’s articles of association regarding incentive-based remuneration shall be deleted and the policy must be published on the company’s website for as long as it is applicable. Generally, the remuneration policy must contribute to the business strategy, long-term interests and sustainability of the company and further, among other requirements, include: A description of fixed and variable remuneration, including all bonuses and other benefits, which can be awarded to members of the management and how the pay and employment terms of the company’s employees have been taken into consideration in the preparation of the remuneration policy. Guidelines on the duration of the contracts or arrangement with members of the management and the main characteristics of supplementary pension or early retirement schemes and terms of the termination, termination periods and payments linked to termination.

Under the Danish Companies Act section 139b, the remuneration report must provide an overall overview of the remuneration, including all benefits in whatever form, awarded or due during the most recent financial year to individual member of the board of directors and executive management, including to newly recruited and to former members. The remuneration report must, to the extent that it is relevant, inter alia, include the following information regarding the remuneration of the individual member of the management: ▪▪ The total remuneration split out by component, the relative proportion of fixed and variable remuneration; ▪▪ The annual change of the remuneration, and of average remuneration on a fulltime equivalent basis of employees of the company other than members of the management over at least the five most recent financial years, presented together in a manner which permits comparison; ▪▪ Any form of remuneration from companies belonging to the same group; ▪▪ The number of shares and share options granted or offered, and the main conditions for the exercise of the rights including the exercise price and date and any change thereof; and ▪▪ Information on the use of the possibility to reclaim variable remuneration. The board of directors is responsible for preparing the remuneration report which is subject to an advisory vote on the company’s annual meeting. The remuneration report is often published at the same time as the company’s annual report or the notice to convene the annual general meeting. After the general meeting, the board of directors is responsible for publishing the remuneration report on the company’s website, where it has to remain available and free of charge for 10 years. The company may choose to keep the remuneration report available for a longer period provided that it no longer contains personal data, which as a minimum requires that the names of all the management members are removed. For a more comprehensive overview, we refer to page 9-14 of this survey.

The Financial Statements Act

Under Section 98b of the Financial Statements Act, the total remuneration given to existing and former members of the board of directors and the executive management for their responsibilities on each management body must be specified in the annual report for the financial year. The company must also state the total pension liabilities to the above-mentioned individuals. Where special incentive plans have been established for the members of management, the categories of members covered by such plans must be stated, as well as the benefits offered by the plan and any other information necessary to assess the value of the plan.

IAS (International Accounting Standards)

Listed companies are required to present the consolidated accounts in compliance with the IAS, although there is the possibility of subsequently presenting the separate accounts of the parent company. Pursuant to IAS 24.17, companies are required to disclose key management personnel compensation in total as well as for each of the following categories: i) short-term employee benefits; ii) post-employment benefits; iii) other long-term benefits; iv) termination benefits; and v) share-based payment benefits. IAS 24.9 stipulates that the term “key management personnel” encompasses those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any directors (whether executive or otherwise) of the entity. This includes the board of directors and executive management but could potentially encompass other key management personnel.

Recommendations on Corporate Governance

In order to comply with section 4.1 of the rules for issuers of shares on Nasdaq Copenhagen, Danish listed companies are required to explain in the annual report, how they address the Recommendations on Corporate Governance. Based on the so-called “comply-or-explain” approach, the companies must either comply with the various recommendations or explain why they do not follow a particular recommendation. The current Recommendations on Corporate Governance have been in force since 1 January 2018 and shall be applied to annual reports for the year 2018 and later. Under Section 107b of the Financial Statements Act, a listed company must include a corporate governance statement in its annual report. Such a statement must state whether the company is subject to corporate governance recommendations and if so, specify which of the corporate governance recommendations the company deviates from and the explanations for such deviation. The board of directors of the companies shall, pursuant to the current recommendations, prepare a remuneration policy for the board of directors and the executive management containing, inter alia, a detailed description of the components of the remuneration. The remuneration policy should be approved by the general meeting upon any material amendments and at least every four years. If the remuneration policy includes variable components, it is recommended that companies have a claw-back provision ensuring them the right to reclaim, in full or in part, variable components of remuneration paid on the basis of information that is subsequently found to be incorrect. If the companies in relation to long-term incentive programs use share-based remuneration, the programmes shall have a vesting or maturity period of at least three years in order to comply with the recommendations. It is furthermore recommended that the total value of remuneration relating to the notice period, including severance pay, does not exceed two years of remuneration. Furthermore, there is a recommendation that the companies prepare a remuneration report. The report can either be included as a part of the annual report or be prepared as a separate report. The remuneration report must contain information on the total remuneration received by each individual member of the board of directors and executive management for the last three years. For a comprehensive overview, we refer to our annual Corporate Governance Survey.

Target figures and policies for the gender composition of management

Under Section 139c of the Danish Companies Act, listed companies are required to set a specific target figure for the underrepresented gender in the supreme governing body. Additionally, companies are required to prepare a policy with the aim of increasing the proportion of the underrepresented gender at other management levels of the company. Pursuant to Section 99b of the Financial Statements Act, companies must account for these policies. The rules entail that a company must set specific target figures for (i) the proportion of the underrepresented gender in the company’s supreme governing body, and (ii) a time frame for when the company aims to reach that target. As a general rule, the time frame for reaching the target figures should be no longer than four years. A gender is considered to be underrepresented, when it constitutes less than 40%. The Danish Business Authority has set up guidelines for target figures and policies for the gender composition of management levels and for reporting, specifying how equitable gender distribution shall be understood in relation to the number of board members elected by the general meeting. The calculation of the target figure shall be based on the number of board members elected by the general meeting. A company’s executive management must also prepare a policy to ensure the proportion of the underrepresented gender at other management levels of the company is increased. If an even gender distribution already exists on other management levels, the company is not required to prepare such a policy. Groups are also subject to this statutory requirement. If a parent company has general rules on target figures and policies for the entire group, it is not necessary to set out rules for each subsidiary. The companies subject to the rules must account for the fulfilment of the stipulated target figures and policies for the supreme governing body and for other management levels. In the event that a company achieves the target figures for the underrepresented gender, the company must account for this. A company must account for an existing even gender distribution in its annual report, but it is not required to account for target figures and policies. Non-compliance with statutory requirement to set a specific target figure for the underrepresented gender in the supreme governing body may result in a fine. However, non-fulfilment of the target figures will not be sanctioned under the Danish Companies Act.

Rules for issuers

Pursuant to section 3.3.9 of Nasdaq Copenhagen’s rules for issuers of shares any decision to introduce share-based incentive programmes shall be disclosed to the public. The purpose of disclosure is to provide investors with information about the specific incentives applicable to the executive management, board members and other employees, as well as informing about the dilution effects of the incentive programmes contributing to the investors’ understanding of the potential total liabilities under the newly introduced incentive programmes. An announcement regarding share-based incentive programmes will usually contain; ▪▪ the types of share-based incentive covered by the programmes; ▪▪ the group of persons covered by the programmes (e.g. board of directors); ▪▪ the timetable for the particular incentive programme; ▪▪ the total number of shares involved in the programmes; ▪▪ the objectives of the share-based incentive and the principles for granting; ▪▪ the exercise period; ▪▪ the exercise price; ▪▪ the main terms and conditions that must be met; and ▪▪ the theoretical market value of the share-based incentive programmes, including a description of how the market value has been calculated and the most important assumptions for the calculation.

Proxy advisory firms and stewardship in Denmark

In recent years, proxy advisory firms voting on behalf of institutional investors have become an increasingly important factor to consider at Danish annual general meetings. Proxy advisory firms such as Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) issue voting recommendations based on general guidelines and their own policies regarding topics such as remuneration and gender diversity. Due to the increasing influence of proxy advisors, it has been decided to enhance transparency between companies and investors both within the European Union and in Denmark. This is reflected in the Shareholder Rights Directive II, which has been implemented in Denmark in April 2019. As a result, proxy advisors must on a yearly basis publicly disclose reference to a code of conduct, which they apply, and if the proxy advisor choose not to apply a code of conduct, they shall provide a clear and reasoned explanation including an indication of any alternative measures adopted. Further, proxy advisors must annually publicly disclose information in relation to the preparation of their research, advice and voting recommendations including information on information sources, the applied methodologies and models, how they take national market conditions into account and the procedures put in place to ensure quality of their research. Institutional investors and investment managers must annually disclose an engagement policy describing how they integrate shareholder engagement in their investment strategy, exercise their voting rights and conduct dialogues with investee companies. Also, the institutional investors and investment managers must on an annual basis disclose how the engagement policy has been implemented and describe voting behavior and how they have cast votes at the general meetings.

Rules applicable to the financial sector

According to Section 77a of the Financial Business Act, a financial undertaking is required to have effective forms of corporate management, including a remuneration policy in support of and in compliance with effective risk management. The specific requirements for the remuneration policy are inter alia set out in the Executive Order no. 1582 of 13 December 2016 on remuneration policies and disclosure obligations for financial undertakings. Select rules for the remuneration of the board of directors and executive management The variable components of remuneration shall not exceed 50% of either the base fee or the fixed salary (including pension), respectively. At least 50% of the variable components of the remuneration must consist of a balance of shares or share-based instruments in the undertaking in question or its parent company. At least 40% of the variable components of remuneration must be disbursed each year over at least a four-year period with equal distribution each year or on an ascending scale towards the end of the disbursement period. The payment of deferred variable remuneration must be contingent on continued performance of the conditions, which formed the basis for calculating the variable remuneration. Additionally, the payment must, inter alia, be conditional on the financial position of the undertaking not being substantially impaired relative to the time of calculation of the variable components of remuneration. Share options or similar instruments must not comprise of more than 12.5% of the base fee and the fixed salary (including pension) of the board of directors and the executive management, respectively. Variable remuneration must be subject to customary claw-back provisions. The payment of variable pension benefits for the board of directors or executive management must be deferred for a five-year period after the recipient has left the undertaking provided that this was before the time of pension.

How to get in touch

Where to find us Copenhagen office

Aarhus office

Gorrissen Federspiel Axeltorv 2 1609 Copenhagen V Denmark T +45 33 41 41 41 | F +45 33 41 41 33

Gorrissen Federspiel Silkeborgvej 2 8000 Aarhus C Denmark T +45 86 20 75 00 | F +45 86 20 75 99

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▪▪ Silkeborgvej 2, 8000 Aarhus C

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