A P Møller Mærsk A/S : Maersk Annual Report 2020 Corporate governance

ALL THE WAY

Corporate governance statement 2020

A.P. Møller - Mærsk A/S

Esplanaden 50, DK-1098 Copenhagen K / Registration no. 22756214

Corporate governance statement 2020

Cf. section 107b of the Danish Financial Statements Act

This statutory corporate governance statement for A.P. Møller - Mærsk A/S (also referred to as the Company) covers the accounting period 1 January to 31 December 2020 and is prepared pursuant to section 107b (1) and (3) of the Danish Financial Statements Act. The statement forms part of the Directors' report in the Annual Report for 2020.

This statement includes the status of compliance with the "Recommendations for Corporate Gov-ernance" issued by the Danish Committee on Cor-porate Governance. The recommendations have been implemented by Nasdaq Copenhagen in the Rules for issuers of shares ("Regler for udstedere af aktier").

Recommendations on corporate governance in Denmark

The Board of Directors of A.P. Møller - Mærsk A/S continuously considers the "Recommendations for Corporate Governance" implemented by Nasdaq Copenhagen in the "Rules for issuers of shares". In this statutory corporate governance statement, the Company:

• • Complies with 38 of the recommendations (of the 47 recommendations in total)

• • Complies partially with five of the recommen-dations, i.e.: 1.3.1, 3.3.2, 3.4.2, 3.4.6, and 4.2.3.

• • Does not comply with four of the recommen-dations, i.e.: 3.1.6, 3.3.3, 3.4.8, and 4.2.2.

"Comply or explain"

Due to circumstances specific for the Company, it has been decided not to follow some of the recommendations in full or partly. Explanations for the deviations are described below. The report further includes elaborated comments to some recommendations when such are considered to increase transparency of the Company's gover-nance and procedures.

The below report concerns the financial year 1.1.2020 - 31.12.2020

Recommendation

The explanation for complying, partially complying or not complying with the recommendation

1.

Communication and interaction by the company with its investors and other stakeholders

1.1.

Dialogue between company, shareholders and other stakeholders

1.1.1. The Committee recommends that the board of directors ensure ongoing dialogue between the company and its shareholders so that the shareholders gain relevant insight into the company and in order for the board of directors to be aware of the shareholders' views, interests and opinions in relation to the company.

• 1.1.2. The Committee recommends that the board of directors adopt policies on the company's relationship with its stakeholders, including shareholders, and that the board of directors ensure that the interests of the stakeholders are respected in accordance with company policies.

• 1.1.3. The Committee recommends that the company publish quarterly reports

1.2. General meeting

1.2.1. The Committee recommends that in organising the company's general meeting, the board of directors plans the meeting to support active ownership.

1.2.2.

The Committee recommends that proxies or votes by post for the general meeting allow shareholders to consider each individual item on the agenda.

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To facilitate an ongoing dialogue with analysts, shareholders, potential investors and other stake-holders, and to ensure that views and opinions are shared, the Company's Investor Relations depart-ment holds open telephone conferences in connection with the publication of financial reports.

In addition, Capital Market Days are held, when relevant, to provide a more detailed insight into the Company's strategy and goals.

Shareholder relevant information including all financial reports is available under 'Investor Relations' on the Company's website.

The Company has adopted internal rules and policies on its relationship with stakeholders and shareholders. The policies are supplemented by mandatory standards on e.g. Health Safety & Environment, Responsible procurement, Anti-Corruption, Labour standards, Sustainability report-ing, and interaction with governments and public authorities. Furthermore, internal policies on external communication and Tax Principles have been adopted.

All documents related to the annual general meeting are published on the Company's website as required by law and sent to all shareholders who have requested it.

In addition, the Chairman's report at annual general meetings is broadcasted live via the Company's website.

Due to COVID-19 the annual general meeting 2020 was special as physical attendance was very limited due to restrictions from the authorities. All shareholders were therefore encouraged to vote by proxy or by postal votes and submit questions to management that were answered via the Q&A tool.

Postal vote and proxy forms are made available on the Company's website allowing all registered holders of A-shares to vote on each individual agenda item.

Recommendation

1.3. Takeover bids

1.3.1. The Committee recommends that the company set up contingency procedures in the event of takeover bids, from the time that the board of directors has reason to believe that a takeover bid will be made. The contingency procedures should establish that the board of directors should not without the acceptance of the general meeting, attempt to counter the takeover bid by making decisions which prevent the shareholders from deciding on the takeover bid themselves.

The explanation for complying, partially complying or not complying with the recommendation

The company complies partially

The Rules of Procedure for the Board of Directors include a contingency procedure for takeover bids. If the Board of Directors has reason to believe that a takeover bid will be submitted, a work-ing group of internal and external specialists will be established to support the Board of Directors in making the necessary arrangements. As the Company is controlled by one shareholder, it is less relevant to include a requirement for obtaining acceptance from the shareholders at a general meeting in the contingency procedure. The recommendation is thus only partially complied with.

2.

Tasks and responsibilities of the board of directors

2.1.

Overall tasks and responsibilities

• 2.1.1. The Committee recommends that at least once annually the board of directors consider the matters that should be included in the board's performance of its work.

• 2.1.2. The Committee recommends that at least once annually the board of directors consider the overall strategy of the company with a view to ensuring value creation in the company.

• 2.1.3. The Committee recommends that the board of directors ensure that the company has a capital and share structure which supports that the strategy and long-term value creation of the company are in the best interest of the shareholders and the company, and that the board of directors explain this in the management commentary and/or on the company's website.

• 2.1.4. The Committee recommends that the board of directors annually review and approve guidelines for the executive board; this includes establishing requirements for the executive board's reporting to the board of directors.

• 2.1.5. The Committee recommends that at least once annually, the board of directors discuss the composition, developments, risks and succession plans of the executive board.

The company compliesThe company compliesThe company compliesThe company compliesThe company complies

The Board of Directors reviews its annual wheel and Rules of Procedure at least once a year.

At least once a year, the Board of Directors evaluates the Company's capital and share structure to ensure that the Company has sufficient funds to fulfil its liabilities and to support the business strategy on an ongoing basis in the best interest of the shareholders and the Company.

The Rules of Procedure for the Board of Directors include specific tasks and responsibilities for the Executive Board as well as requirements for the Executive Board's reporting to the Board of Directors. To maintain simplicity and ensure coherence between the obligations of the Board of Directors and the Executive Board respectively, the Board of Directors has decided not to establish separate rules of procedure for the Executive Board.

Furthermore, the Board of Directors has defined limits to the authority of the Executive Board.

At least once a year, the Board of Directors evaluates and discusses the composition and per-formance of the members of the Executive Board. The annual wheel of the Board of Directors includes a meeting with specific focus on succession planning as well as talent pipeline and development.