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Copenhagen Stock Exchange: Surveys Made By The Exchange's Committee For Good Corporate Governance Show That Managements And Majority Shareholders Are Positive Towards Good Corporate Governance

Date 14/08/2003

In continuation of the Nørby Committee, the Copenhagen Stock Exchange at the end of 2002 appointed a committee for good corporate governance, the objective of which is to promote the development of sound corporate governance practices in listed Danish companies.

The Committee has focused on the development of good corporate governance practices at EU level and has gathered information, viewpoints and experience from the listed companies and a limited group of their major shareholders via questionnaire surveys of the Nørby Committee's recommendations.

The main conclusions of the surveys conducted among chairmen and CEOs are the following:

  • In general the managements are positive towards the Nørby Committee's recommendations for good corporate governance as well as the work on the recommendations. Good corporate governance standards help inspire confidence in and the trustworthiness of the company and its management
  • Via the Nørby Committee's recommendations the companies have got a common frame of reference for good corporate governance and the operational and specific character of the recommendations is adequate
  • It is generally agreed that the seven main areas of the recommendations are relevant to the work with good corporate governance practices, whereas a lower degree of agreement was reached on the statement that the main areas are adequate for the corporate governance work
  • There is general agreement about all 31 recommendations of the Nørby Committee. Differing organisational structures within the Danish companies mean that there are varying degrees of agreement about the individual recommendations
  • It is crucial to the chairmen and the CEOs that there is no compulsion to implement the recommendations, and that the legislature should not be entrusted with the establishment of the framework for good corporate governance

The main conclusions from a survey conducted among Danish majority shareholders are the following:

  • The majority shareholders find it relevant that the companies discuss good corporate governance, and that their work with good corporate governance practices increases confidence in and the trustworthiness of the company and the management and makes the company more attractive to investors
  • The majority shareholders use the listed companies' description of good corporate governance provided in the annual report when they assess the management of the company. However, the statements from the listed companies on good corporate governance are not deemed to be at a satisfactory level
  • The majority shareholders, like the managements, find it desirable that the companies via the Nørby Committee's recommendations have got a common frame of reference for good corporate governance and that the recommendations have been specified in a number of operational and specific guidelines
  • The Nørby Committee's recommendations cause the listed companies to implement better corporate governance standards
  • The recommendations are relevant to the work with good corporate governance, but not necessarily adequate for the companies' work with good corporate governance
  • In general the majority shareholders are very positive towards each of the Nørby Committee's 31 recommendations
  • The majority shareholders, like the managements, believe that it is important that there is no compulsion to implement the recommendations, and that the legislature should not be entrusted with the establishment of the framework for good corporate governance

Here are the results of the main questions regarding the work on good corporate governance in general.

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  CEOs Chairmen Majority shareholders
The company’s work on good corporate governance…      
…increases confidence and trustworthiness in the company and its management 84  97 95

…provides insight into management principles and procedures

58 72 82

…helps improve the company’s competitive power 3 13 36

     
…increases shareholder value 47 56  73

…helps attract investors / makes the company a more attractive investment object

63  81 91
…contributes towards a better framing of the company’s strategy 16  26 45

…improves the company’s international reputation

49 62 91

…removes focus from other important factor swithin the company

  -21 -37 -32

Based on the results of the questionnaire study and the committee's work with good corporate governance, the committee will assess whether there are areas that need adjustment or should be changed compared with the existing recommendations of the Nørby Committee's report.

President and CEO Lars Nørby Johansen said: "Via the questionnaire study the Committee has received important information that will increase our knowledge of how the chairmen and CEOs of the listed companies and the majority shareholders assess good corporate governance in general and how the work on good corporate governance is done within the companies.

The committee will look at the results of the surveys and use them in our future work, which in the autumn will focus on the international trends that we are seeing and have seen in the field of good corporate governance."

The committee comprises:

  • Lars Nørby Johansen (Chairman), President and CEO of Group 4 Falck A/S
  • Mads Øvlisen, Chairman of the board of i.a. Novo Nordisk A/S
  • Sten Scheibye, Chief Executive of Coloplast A/S
  • Peter L. Ravn, Managing Director of SimCorp A/S
  • Henrik Stenbjerre, lawyer and partner in Kromann Reumert
  • Finn L. Meyer, state-authorised public accountant and senior partner in KPMG
  • Lars Rohde, CEO of ATP (the Danish Labour Market Supplementary Pension Fund.