KADRA ZARZĄDZAJĄCA

Rada Dyrektorów ISS A/S

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BOARD COMMITTEES

Audit and Risk Committee

The Audit and Risk Committee evaluates the external financial reporting and significant accounting estimates and judgements, and reviews and monitors the Group’s risk management, internal controls, and business integrity matters. Its duties also include monitoring of the Group internal audit function and evaluation of the Financial Policy, the Dividend Policy and the Group Tax Policy. In addition, the Audit and Risk Committee monitors and considers the relationship with the independent auditors, reviews the audit process and recommends auditors to the Board. 
 
The Audit and Risk Committee held six meetings in 2019. 
 
In 2019, the Audit and Risk Committee continued to focus on evaluating the use of significant accounting estimates and judgements as well as material risks associated with the financial reporting, including the system of internal controls. The Charter for the Audit and Risk Committee was reviewed and updated, including in respect of Group Internal Audit’s charter and resources. 
 
Six meetings are scheduled for 2020.  
 
The members of the Audit and Risk Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

BOARD COMMITTEES

Remuneration Committee

The Remuneration Committee assists the Board of Directors with reviewing and making recommendations in respect of the Remuneration Policy, the Overall Guidelines on Incentive Pay, the remuneration of the members of the Board of Directors and the Executive Group Management Board (EGMB) as well as a remuneration policy applicable to ISS in general. 

The Remuneration Committee held six meetings in 2019.  

 
In 2018, the Committee conducted a review of remuneration and incentives of the EGMB supported by Kepler, its external advisor. The Committee concluded that remuneration of the EGMB was broadly competitive and could become more competitive through the following adjustments, which were all implemented in 2019: 

  • base salary adjustments for both Group CEO and Group CFO to remain competitive on total remuneration 
  • for the Group CEO, the Long-Term Incentive Programme (LTIP) grant was increased from 125% to 150% to remain competitive  
  • enhanced focus on transparency and shareholder value creation in the Short-Term Incentive Programme (STIP) for 2019; thus, Operating profit was changed to include “restructuring costs”, the employee engagement measure was changed from Employee Net Promoter Score to Employee Turnover, and the Customer Experience measure was changed from Customer Net Promoter Score to Customer Retention. These new and better KPIs drives specific outcomes and supports the enhanced key account focus.

Furthermore, a special incentive programme, the Accelerated Growth Award, was introduced to incentivise the accelerated strategy execution for select key leaders. The programme measures key financial KPIs on the continuing operations and is granted as Performance Share Units (PSU) for vesting in March 2020, subject to achievement of performance conditions. As the performance criteria have not been achieved, none of the PSUs granted under the programme will vest. 

The activities of the Remuneration Committee for 2019 are further described in the Remuneration Report. 

The members of the Remuneration Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations. 

BOARD COMMITTEES

Nomination Committee

The Nomination Committee assists the Board of Directors with ensuring that appropriate plans and processes are in place for nomination of candidates to the Board of Directors and the Executive Group Management Board and evaluating the composition of the Board of Directors and the Executive Group Management Board. Furthermore, the Nomination Committee makes recommendations for nomination or appointment of members of the Board of Directors, the Executive Group Management Board and the committees established by the Board of Directors. 
 
The Nomination Committee held seven meetings in 2019.  
 
In 2019, the key activities of the Nomination Committee were review of succession planning and organisational changes, supporting the annual Board evaluation, reviewing the Board composition and supporting the search process and recommendation for nomination of new Board members. 
 
The members of the Nomination Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations. 

BOARD COMMITTEES

Transaction Committee

The Transaction Committee makes recommendations to the Board of Directors in respect of certain large acquisitions, divestments and customer contracts, reviews the transaction pipeline, considers ISS’ procedures for large transactions, and evaluates selected effected transactions. 

The Transaction Committee held three meetings in 2019. 

In 2019, the Transaction Committee reviewed certain large customer contract bids, commercial pipeline, divestments and M&A opportunities and made relevant recommendations in this respect to the Board of Directors.  

The members of the Transaction Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

Board evaluations

The Board of Directors of ISS A/S conducts annual Board evaluations. A description of the annual Board evaluation procedure and the general conclusions are included in the Statutory Corporate Governance Reports of ISS A/S from 2017. The Statutory Corporate Governance Reports of ISS A/S can be found in the link below.

View reports

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