Corporate governance

A two-tier management structure
As customary in Denmark, NORDEN has a two-tier management structure consisting of a Board of Directors and an Executive Management. There is not duality between the two bodies. The majority of the Board of Directors are elected by the shareholders at the general meeting, the rest is elected by the employees. The general meeting is the supreme authority, and resolutions are adopted by simple majority of votes, unless otherwise provided by legislation or by NORDEN’s articles of association. 

The Board of Directors appoints the Executive Management and sets out its responsibilities and conditions. The members of the Executive Management are responsible for the day-to-day management, organising and developing, for managing assets, liabilities and equity, accounting and reporting, and it also prepares and implements the strategies. The ongoing contact between the Board of Directors and the Executive management is primarily handled by the Chairman and the CEO. The Executive Management participates in the board meetings and is supplemented by other executives in the strategy meetings when relevant.

NORDEN is managed based on the Company’s Corporate Soul Purpose and the values of Flexibility, Reliability, Empathy and Ambition. The management focus is long-term, and the goal is for the Company to develop for the benefit of its stakeholders within the risk framework set out by the Board of Directors. See also Risk Management.

Board of Directors

Role
The Board of Directors determines strategies, policies, goals and budgets. In addition, it sets out the risk management framework and supervises the work, procedures, etc. carried out by the daily management.

See Articles of Association §4.2-4.4 for the Board of Directors' authorisations.  

The work of the Board of Directors
The Board of Directors sets out a work schedule to ensure that all relevant issues are discussed during the year. As part of the annual schedule and to ensure focus on both short- and long-term targets, a board meeting specifically focusing on operational targets and short-term strategies is supplemented by daylong seminars reviewing the long-term strategy of the Company.

13 board meetings were held in 2023, of which 4 were teleconferences in connection with financial reporting. The attendance rate was 100%. 12 board meetings have been planned for 2023. 

The Board’s work is set out in an order of business, which is revised annually. In addition, the Company is governed by the principles that regulate the interaction between its management and its stakeholders, e.g. the Danish Companies Act; the Danish Financial Statements Act; the rules of  Nasdaq Copenhagen and NORDEN's articles of association, policies and directives.

Board committees
The Board of Directors has established four board committees: an Audit Committee, a Remuneration Committee, a Risk Committee and a Nomination Committee in order to prepare decisions and recommendations for evaluation and approval by the Board of Directors. More information about the board committees can be found under Board committees. 

Board composition, competences and policy on gender diversity
Four to six members of the Board are elected by the shareholders at the general meeting and the additional number of members are elected by the employees according to Danish legislation.

The Board of Directors currently has 9 members – 6 elected by the shareholders and 3 elected by the employees in NORDEN. None of the members elected by the shareholders have previously been employed with the Company, although Klaus Nyborg has acted as interim CEO in the period 26 June 2014 to 30 April 2015. More information on each of the board members can be found under Management and Board of Directors.

In order for the Board of Directors to be able to perform its managerial and strategic tasks and at the same time act as a good sounding board to the Executive Management, the following skills are deemed particularly relevant: insight into shipping (specifically dry cargo and tankers), general management, strategic development, risk management, investment, finance/accounting as well as international experience. The Board of Directors is considered to possess these skills. 

The Board of Directors has set target figures for the share of the underrepresented gender of the Board of Directors and formulated a policy to increase the share of the underrepresented gender on the other management levels. The target is to have 40% of the underrepresented gender as shareholder-elected board members by 2025. Currently, the percentage of the underrepresented shareholder-elected board members is 33%. The nomination committee has the target figure in mind when considering potential candidates for the Board of Directors. Read more in NORDEN´s Diversity, Equity and Inclusion Policy.

Election
Board members elected by the annual general meeting are elected for one year at a time. Retiring members can be re-elected. At the annual general meeting in March 2023, Klaus Nyborg, Johanne Riegels Østergård, Karsten Knudsen and Robert Hvide Macleod were re-elected as members of the Board of Directors. Ian McIntosh and Vibeke Bak Solok was elected for the vacant seats after Stephen Kunzer and Helle Østergaard, who did not run for re-election. 

After the annual general meeting 2023, the Board of Directors appointed Klaus Nyborg as Chair and Johanne Riegels Østergård as Vice Chair.

The members elected by the employees are elected for a 3-year term.

Recommendations from the Danish Corporate Governance Committee/Nasdaq Copenhagen on best corporate practice

In 2023, the Board of Directors has discussed the updated recommendations from the Danish Committee on Corporate Governance.

A systematic examination (whitepaper) of NORDEN’s corporate governance practice as compared with the Danish Corporate Governance Committee/Nasdaq Copenhagen is available below.