Ambu A/S : Corporate governance report 2021/22

CORPORATE

GOVERNANCE

November 2022

Ambu A/S, Baltorpbakken 13, DK-2750 Ballerup

Registration no. 63644919

CORPORATE GOVERNANCE

Statutory report on corporate governance statement for the 2021/22 financial year, cf. section 107 b of the Danish Financial Statements Act (Årsregnskabsloven).

This report constitutes a part of the management commentary on Ambu A/S's Annual Report for 2021/22 with additions.

The report is based on updated Recommendations for Corporate Governance of 2 December 2020 and must be construed in accordance with applicable requirements for listed companies.

Our statutory reporting for 2021/22 includes four reports: Annual Report, Sustainability Report, Remuneration Report and Corporate Governance Report.

Annual Report	Sustainability	Remuneration
Report 2021/22	Report 2021/22	Report 2021/22

DANISH RECOMMENDATIONS ON CORPORATE GOVERNANCE

THE

THE

RECOMMENDATION

COMPANY

COMPANY

COMPLIES

EXPLAINS

Yes / No

How

1. Interaction with the Company's shareholders, investors and other stakeholders

1.1. Communication with the Company's shareholders, investors and other stakeholders

Ambu's Board of Directors and Executive Management ensure an ongoing dialogue

1.1.1. The Committee recommends that

the

with its

shareholders and investors

and other stakeholders through its

investor

relations

activities such as interim

reports and other announcements

from the

management, through ongoing dialogue

and

Company. At least quarterly conference calls are held in connection with the release

interaction, ensures that shareholders, investors

of interim reports and financial statements and via meetings with investors, analysts

and other stakeholders gain the relevant insight

Yes

and the media. Interim reports and other announcements are made available on the

into the Company's affairs, and that the Board of

Ambu website immediately after publication. The website also contains information

Directors obtains the possibility of hearing and

used in connection with investor presentations and conference calls. The website as

including their views in its work.

well as investor presentations, announcements, interim reports and annual reports

are available in English.

1.1.2. The Committee recommends that the

Ambu is committed to maintaining a constructive dialogue and a high level of

transparency when communicating with the Company's shareholders and other

Company adopts policies on the Company's

stakeholders.

relationships with its shareholders, investors

and, if relevant, other stakeholders in order to

Yes

Ambu's policy on the relationship with its stakeholders forms an integrated part of the

ensure that the various interests are included in

Company's values and of its overall Sustainability Engagement Policy.

the Company's considerations and that such

policies are made available on the Company's

Ambu is also adhering to the Company's Code of Conduct for Business Partners, and

website.

Quality Policy.

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				THE			THE
	RECOMMENDATION			COMPANY			COMPANY
				COMPLIES			EXPLAINS
				Yes / No			How
							Ambu has an Investor Relations Policy setting out objectives and strategy regarding
							communication with our shareholders, investors and other relevant stakeholders.
							The abovementioned policies are available on Ambu's website.
	1.1.3. The Committee recommends that the						To serve the best interests of shareholders and other stakeholders, the Board of
			Yes			Directors has resolved that Ambu publishes quarterly reports. The reports are
	Company publishes quarterly reports.
						published through Nasdaq Copenhagen and are also made available on the website.
	1.2. The general meeting
	1.2.1. The Committee recommends that the						Ambu's general meeting constitutes the actual forum for communication and
	Board of Directors organises the Company's						discussion as well as the forum where the shareholders voice their opinions and can
	Annual General Meeting in a manner that allows						make decisions. The Board of Directors and the Executive Management encourage
	shareholders, who are unable to attend the						shareholders to participate actively at general meetings. Ambu publishes the date of
	meeting in person or are represented by proxy at						the annual general meeting in the financial calendar.
	the Annual General Meeting, to vote and raise			Yes
	questions to the management prior to or at the					All shareholders receive a notice convening the general meetings electronically, if
	Annual General Meeting. The Committee re-						they have requested so, and have provided their e-mail address to Ambu. During the
	commends that the Board of Directors ensures						notice period for general meetings a proxy and postal voting form in Danish and
	that shareholders can observe the Annual Gene-						English is made available on Ambu's website and at the Investor Portal. In 2021, the
	ral Meeting via webcast or other digital transmis-						annual general meeting was held at Tivoli Hotel & Congress center. Shareholders
	sion.						were also able to attend via webcast.
	1.2.2. The Committee recommends that
	proxies and postal votes to be used at the Annual			Yes			Proxies and vote forms to be used at the general meeting allow shareholders to
	General Meeting enable the shareholders to					consider each individual item on the agenda.
	consider each individual item on the agenda.

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				THE			THE
	RECOMMENDATION			COMPANY			COMPANY
				COMPLIES			EXPLAINS
				Yes / No			How
	1.3. Takeover bids
	1.3.1. The Committee recommends that the
	Company has a procedure in place in the event
	of takeover bids, containing a "road map"
	covering matters for the Board of Directors to						Ambu has prepared takeover procedures in the event of takeover bids covering the
	consider in the event of a takeover bid, or if the						period as from when the Board of Directors has reason to believe that a takeover bid
	Board of Directors obtains reasonable grounds to						will be made. According to the takeover procedures, the Board of Directors should
	suspect that a takeover bid may be submitted. In			Yes			not without the acceptance of the general meeting, attempt to counter a takeover bid
	addition, it is recommended that it appears from						by making decisions which in reality prevent the shareholders from deciding on the
	the procedure that the Board of Directors ab-						takeover bid themselves.
	stains from countering any takeover bids by
	taking actions that seek to prevent the share-
	holders from deciding on the takeover bid, with-
	out the approval of the Annual General Meeting.
	1.4. Corporate Social Responsibility
	1.4.1. The Committee recommends that the						Ambu's commitment to social responsibility and sustainability is included in the
	Board of Directors adopts a policy for the						Sustainability Engagement Policy. The policy is available on the Company's website.
	Company's corporate social responsibility, inclu-
	ding social responsibility and sustainability, and			Yes			Compliance is ensured through the implementation of various related policies and
	that the policy is available in the management					procedures, including, for example, the Human and Labour Rights Policy and the
	commentary and/or on the Company's website.						Anti-Corruption Policy, and through various compliance programs, including the
	The Committee recommends that the Board of						Responsible Supplier Program, as well as through continuous communication about
	Directors ensures compliance with the policy.						these policies and training of relevant employees.

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