Corporate Governance in NORDEN
Table of content
- A two-tier management structure
- The Board of Directors
- NASDAQ OMX Copenhagen A/S's recommendations on best corporate practice
NORDEN continuously works on corporate governance issues and seeks to provide its shareholders and other stakeholders in due time with precise and relevant information about the Company’s strategy, operations, results and expectations.
The Board of Directors and the Board of Management closely follow the debate on corporate governance matters. The Board of Directors assesses that NORDEN complies with most of the corporate governance guidelines issued by the NASDAQ OMX Copenhagen A/S.
Download whitepaper on NORDEN’s corporate governance practice. 
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1. A two-tier management structure
NORDEN has a two-tier executive management structure consisting of a Board of Directors elected by the shareholders and the employees and a Board of Management appointed by the Board of Directors. There is no duality between the two bodies.
The Board of Management is responsible for the day-to-day management, organisation and development of the Company, the preparation and implementation of the strategy and internal and external reporting and follow-up. The Chairman of the Board of Directors and the rest of the Board regularly evaluate the Board of Management’s work.
NORDEN’s vision, mission and values are the cornerstones of the Company’s management. The management focus is long term, and the goal is for the Company to continuously develop for the benefit of its stakeholders and to achieve a reasonable performance within the risk framework set out by the Board of Directors.
2. The Board of Directors
2.1. Role
The Board’s guiding principle is to add value for the benefit of shareholders, customers and employees through controlled growth of the dry cargo and tanker activities.
The Board of Directors determines strategies, action plans, goals and budgets and sets out the risk management framework and supervises the Board of Management's performance as well as NORDEN's procedures and policies. The Board of Directors also appoints the Board of Management and sets out its terms and tasks.
2.2. The work of the Board of Directors
The Board of Directors sets out a work schedule to ensure that all relevant issues are taken up and discussed during the year. Nine ordinary meetings including three strategy meetings have been scheduled for the Board of Directors in 2009. In addition, the Board of Directors are scheduled to hold four teleconferences. In 2008, the Board of Directors held seven ordinary meetings including two strategy meetings. In addition, the Board of Directors held seven extraordinary meetings and teleconferences. The meeting schedule got significantly busier in the second half of the year when the financial crisis started.
The Board of Directors has appointed a remuneration committee which is responsible for the implementation of NORDEN’s remuneration policy. The committee’s three members met three times in 2008. More details about remuneration committee. The Board of Directors has also decided that the whole board will handle the statutory audit committee tasks. Four meetings have been scheduled for 2009 for audit committee work. More details about audit committee
Like previous years, the Board of Directors in 2008 carried out a systematic self-assessment on the basis of a questionnaire in order to improve its own work and its interaction with the Board of Management.
2.3. Board composition
Four to six members of the Board are elected by the shareholders by the shareholders in general meeting and the additional number of members are elected by the employees according to Danish legislation. All board members elected by the shareholders are independent of NORDEN. They hold no interests in the Company other than their interests as shareholders or representatives of shareholders.
2.4. Election
At each annual general meeting, two of the longest serving members elected by the general meeting retire. At the annual general meeting on 23 April 2009 Erling Højsgaard and Einar K. Fredvik retired by rotation. Erling Højsgaard was re-elected. Einar K. Fredvik did not wish to go for re-election. Dag Rasmussen wished to retire. Instead Arvid Grundekjøn was elected as new board member. In March 2008, the employees elected three new board members: Captain Benn Pyrmont Johansen, Captain Lars Enkegaard Biilmann and Chief Engineer Bent Torry Kjæreby Sørensen. The employee-elected members took up their positions immediately after the annual general meeting in 2008.
The age limit for board members is 72.
2.5. Continuity
The seniority of the board members is high, and the Board of Directors has managed NORDEN in periods of marked growth as well as during economic downturns. This experience and insight is considered a great asset in the current circumstances. The Board is considered to possess the capabilities necessary to perform its managerial and strategic tasks. Particularly significant capabilities are: insight in and experience with the shipping industry in general and specifically within the areas of tankers and dry cargo, general management, strategy development, risk management, investment management, finance and accounting.
2.6. Order of business
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 OMX Copenhagen A/S and NORDEN's articles of association, policies and directives.
Since 2006, the Board of Directors has carried out annual, systematic self-assessments on the basis of a questionnaire in order to improve its own work and its interaction with the Board of Management. The Board of Directors has also set up a remuneration committee to set out a framework for the Company’s remuneration and bonus payments.
The Board of Directors has established an audit committee and has decided that the whole board will handle the statutory audit committee tasks. Four meetings have been scheduled for 2009 for audit committee work.
In 2008, the Board of Directors held seven ordinary meetings including two strategy meetings. In addition, the Board of Directors held seven extraordinary meetings and teleconferences. Nine ordinary meetings including three strategy meetings have been scheduled for the Board of Directors in 2009. A fixed annual calendar ensures that all relevant issues are taken up and discussed during the year.
3. NASDAQ OMX Copenhagen A/S's recommendations on best corporate practice
NASDAQ OMX Copenhagen A/S has adopted a set of corporate governance recommendations. NORDEN complies with the vast majority of the recommendations, but has chosen a different and more suitable practice in certain areas, for example:
NORDEN has described remuneration, risk management, and directorships of the Board of Directors.
NORDEN does not, as proposed in the recommendations, have a ceiling on the number of directorships a Board member may hold. NORDEN believes that the most important factor is the individual board member’s capacity, competences and actual contribution.
The recommendations propose that board members should stand for re-election every year, and that the Board should make efforts to ensure the balance between replacement and continuity, particularly as regards the Chairman and Vice Chairman. In NORDEN, two of the board members elected by the shareholders are up for re-election every year. This model ensures continuity.
According to the recommendations, the salaries of each director and board member must be made public. NORDEN believes that what is important is that shareholders are able to consider the total remuneration amount. Remuneration 
The recommendations propose that the composition of the Board of Directors should factor in diversity in respect to gender, age and the like. The composition of the Board of Directors does not factor in gender or age, however, many other aspects are considered in order to ensure that the Board of Directors is efficient in performing its tasks and able to function as a qualified sounding board for the Board of Management.
A systematic examination (whitepaper) of NORDEN’s corporate governance practice as compared with NASDAQ OMX Copenhagen A/S is available in the top section above. Furthermore NORDEN has adopted a specific Investor Relations policy.
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