In the report the Committee offers proposals to adjust the recommendations.
Stakeholders are invited to give their comments to the topics discussed in the report, just as the Committee would like to receive comments to the proposals for adjusted recommendations.
The Chairman of the Committee, Lars Nørby Johansen, said: "The Committee's examination of the experience with the companies' work with corporate governance has shown that the recommendations on good corporate governance that the then Nørby Committee published in 2001 have been a useful tool for the listed companies. The Nørby Committee's report was apparently generally accepted as a frame of reference for the contents of good corporate governance in Denmark and the debate on this subject.
As the existing recommendations are basically expedient and since they have the intended effect, the Committee is of the opinion that merely small adjustments and developments of the existing recommendations are required.
Among other things, the Committee has discussed the balance between the independence, control and insight of the supervisory boards. It is important that the focus is on the objective that the role of the supervisory board as a controlling and productive company body can be performed properly".
The report is available at www.corporategovernance.dk and www.cse.dk in Danish and will be available in English in one week's time.
The Committee on corporate governance, which the Copenhagen Stock Exchange established at the end of 2002, shall promote good corporate governance in Danish listed companies.
The report looks at the international and national trends in corporate governance that the Committee has identified via its work. The Committee's work has been based on the recommendations of the Nørby Committee, which the Committee finds appropriate, consequently, the Committee has focused on an adjustment or enhancement of the existing recommendations.
The report contains specific proposals to adjust the recommendations in the following areas:
- The Committee has considered whether to maintain the degree of concretization of the recommendations, but believes that a more differentiated view as regards certain limits for age, term of office and number of board meetings would be desirable.
- In Denmark opinions differ over the expediency of using board committees. Based on Danish management structure and the typical size of the supervisory board of a Danish listed company the Nørby Committee recommended that in general no board committees should be used. The international currents and the increased focus on control, however, means that it cannot be ruled out that also Danish companies with particularly complex accounting and audit conditions might profit by an audit committee.
- The question of risk management is a central element of good corporate governance. The Committee finds that there is a need for a specification of the paragraph about risk management included in the existing recommendations.
- The international debate about and development of good corporate governance have to a considerable degree focused on the auditor's role and tasks. The supervisory board should focus on the relationship between the supervisory board and the auditor. The Committee finds that on the basis of the international development, among other things, there is reason to specify a few points in relation to the appointment of and cooperation with the auditor.
