Corporate Governance Statement 2023
Columbus A/S | CVR no. 13 22 83 45
Contents
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Corporate Governance in Columbus
This statutory report constitutes part of the management's report to the Annual Report 2023 for Columbus A/S, cf. section 107b of the Danish Financial Statements Act. This statutory report covers the financial year 1 January 2023 to 31 December 2023.
Columbus is committed to follow the Danish Recommendations on Corporate Governance of 2 December 2020, issued by the Danish Committee on Corporate Gov- ernance. Accordingly, the Board of Directors continuously considers the recommendations in order to determine which are relevant for Columbus, considering the size, ownership structure, nature of the Company and the Company's business model.
Columbus A/S:
- Complies with 35 of the 40 recommen- dations.
- Does not comply with six of the recom- mendations; 1.3.1, 3.4.4, 3.4.5, 3.5.1 and 4.1.2.
Deviations are described under "Recom- mendations on Corporate Governance" on page 5, according to the "comply or ex- plain" principle.
This report is not covered by the auditor's remarks about the management's report.
Shareholders
The shareholders have final authority over the Company and exercise their right to make decisions at general meetings. At the Annual General Meeting, shareholders approve the Annual Report, any amendments to the Company's Articles of Association and elect Board members and state- authorized public accountant company.
The Board of Directors emphasize that the shareholders are given detailed information and an adequate basis for the decisions to be made by the General Meeting. The date for the General Meeting is announced in the Company's financial calendar and on the website. Notice of the General Meeting occurs electronically with at least three weeks' and at the most, five weeks' notice. All shareholders have the right to participate and vote at the General Meeting, cf. the Articles of Association. Shareholders have the opportunity to vote by proxy. Votes by proxy allow shareholders to consider each individual item on the agenda. The Board of Directors encourages shareholders to ask questions at the General Meeting, and shareholders may submit proposals that are requested to be handled at the General Meeting before a given deadline.
Resolutions to amend the Articles of Association require that at least half of the share capital is represented at the General Meeting, and the resolutions must be approved by at least 2/3 of the votes cast and 2/3 of the registered voting share cap- ital. Proposals presented or recommended by the Board of Directors may, however, always be passed with at least 2/3 of both the votes cast and the voting share capital represented, regardless of the amount of the share capital represented. If less than 50% of the share capital is represented at the General Meeting but the resolution has been passed with 2/3 of both the votes cast and the registered voting share capital represented, a new General Meeting must be called within three weeks, where the resolution may be passed with 2/3 of both the votes cast and the registered voting share capital represented, irrespective of whether 50% of the share capital is rep- resented.
Management
Columbus has a unified management structure consisting of a Board of Directors and an Executive Board. The two bodies are separate, and no one serves as members of both.
Board of Directors
The Board of Directors is responsible for the overall management of the Company on behalf of the shareholders and supervises the Company and the work of the Executive Board, including ensuring adequate management of the Company in compliance with legislation and Articles of Association. Together with the Executive Board, the Board of Directors determines goals and strategies, and approves budgets and action plans.
The Board of Directors makes decisions about acquisitions, large investments and divestments, size and composition of capital base, long-term debt, controlling, auditing and considerable operational circum- stances.
The Board of Directors in Columbus A/S consists of five members: Ib Kunøe, Sven Madsen, Peter Skov Hansen, Karina Kirk and Per Kogut. The board members are elected for one year at a time with the option for re-election. The number of board members is considered adequate by the Board of Directors, and likewise the composition of the Board is considered appropriate in terms of professional experience and relevant special competences to perform the tasks of the Board of Directors. Three out of the five members elected by the General Meeting are independent
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members, and none of the Board members participates in the day-to-day operation of the Company.
For more details about the members of the Board of Directors and the members of the Audit Committee, please see "Board of Directors and Executive Board" on page 51 in the Annual Report 2023.
The Board of Directors holds at least nine meetings a year according to a meeting schedule planned one year in advance at the Board meeting in December. Extraordinary Board meetings are held according to need. In 2023, 12 Board meetings were held. All Board members attended all meetings. The Executive Board participates in Board meetings in order to ensure a direct dialogue and that the Board of Directors is well informed about the operation of the Company.
In 2023, the Board of Directors focused on the following areas:
- Macro-economicsituation
- Acquisitions
- Financial reporting
- Capital and share structure
- Investor Relations and Information poli- cies
- Strategy
- Risk management and internal controls
- Budgets
The general guidelines for the Board of Di- rector's work are specified in the Rules of Procedure, which are reviewed at least once annually and are adapted to Colum- bus' needs.
Executive Board
The Board of Directors appoints the Executive Board and determines the terms of employment. The Executive Board is responsible for the day-to-day operation and management of Columbus, including strat- egy, budgets, and targets for the Com- pany.
The Executive Board consists of two mem- bers: CEO & President Søren Krogh Knudsen and Group CFO Brian Iversen.
The Board of Directors has adopted Rules of Procedure for the Executive Board, which describe the overall tasks and responsibilities of the Executive Board, reporting to the Board of Directors and authorities of the Executive Board.
Information from the Executive Board occurs systematically as well as at meetings and in written and verbal ongoing report- ing. The reporting contains information about financial development as well as profitability.
Audit Committee
The purpose of the Audit Committee is to supervise accounting, audit, risk and controlling issues. The Audit Committee consists of Peter Skov Hansen (Chairman) and Sven Madsen. One of the two members of the Audit Committee (Peter Skov Hansen) is considered an independent member.
The tasks of the Audit Committee have been determined in the Terms of Refer- ence, which has been approved by the
Board of Directors. The Terms of Reference are available on the Company's web- site. The Committee determines the meeting frequency. In 2023, seven meetings were held. Both Audit Committee members attended all meetings.
In 2023, the Audit Committee focused on the following areas:
- Financial reporting and audit planning
- Monitoring risk management and inter- nal control systems
- Monitoring the auditors' independence and audit process
- Reporting to the Board of Directors
Evaluation of performance
The Chairman of the Board is responsible for conducting an annual evaluation of the competencies of the Board of Directors, the cooperation between the Board of Directors and the Executive Board and the performance and results of the Board of Directors and the Executive Board, including the areas operation, finance, strategy, organization, and management.
The individual Board members and Executive Board members anonymously complete an online survey. The results of the evaluation are presented and discussed at the subsequent Board meeting.
Based on the evaluation, which was conducted in 2023, it was concluded that the work of the Board of Directors and Executive Board is efficient, and that the composition and qualifications of the Board of Directors is appropriate in terms of professional experience and relevant special
competences to perform the tasks of the Board of Directors in the best possible manners.
Dialogue with shareholders and other stakeholders
Columbus endeavors to continuously enhance the open and active dialogue with shareholders and other stakeholders. The communication between Columbus and shareholders primarily takes place via company announcements, at the Com- pany's Annual General Meeting and via conference calls after publication of financial statements. These calls can be followed live via the Company's website, and webcasts are available at the website after the conference calls for one year. During these conference calls participants have the opportunity to ask questions to the Executive Board.
The Company's website is continuously updated with published information. Co- lumbus' shareholders may subscribe to Columbus' e-mail service and receive company announcements, interim management statements, interim reports, and annual reports as well as other news via e- mail.
Internal controls and risk management related to financial reporting
The intention with Columbus A/S' internal control system is to eliminate or mitigate significant risks identified in the financial reporting, and that material errors and inconsistencies in the financial reporting process are identified and corrected.
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Overall control environment
The Board of Directors has the overall responsibility for Columbus A/S' internal controls and has approved Group policies related to internal controls, standards, and procedures for financial reporting.
The Board of Directors has appointed an Audit Committee to assist the Board of Directors with supervising the financial reporting process and monitoring the effectiveness of the internal controls and risk management system.
The responsibility for maintaining efficient internal controls and a risk management system in connection with the financial reporting lies with the Executive Board which in cooperation with the Board of Directors evaluate the control system of the Group annually. Responsibilities, authorities, and procedures relating to essential areas are defined in a Group policy which is approved by the Board of Directors.
Risk assessment
The Board of Directors and the Executive Board annually assess the risks that Co- lumbus A/S is exposed to, including risks related to the financial reporting process.
On an ongoing basis, the Audit Committee monitors the effectiveness of the internal controls for financial reporting and reviews and discusses material and relevant changes to accounting principles, including implementation of these.
Control activities and monitoring
All business units in the Columbus Group report financial and operational data to the head office on a monthly basis. The reporting includes comments on the financial and business development. Based on this reporting the Group's financial statements are consolidated and reported to the Group management. As part of this pro- cess, monthly business reviews and controlling meetings are held, and control visits to all operational companies in the Group are performed on an ongoing basis in order to ensure that material errors in the financial reporting are discouraged, discovered, and corrected.
The need for an internal audit is considered annually by the Audit Committee. However, due to the size of the Company and the established control activities the Audit Committee so far considers it unnecessary to establish an independent internal audit function.
Information and communication Columbus A/S has implemented a formalized reporting process for monthly, quar- terly, and annual reporting as well as for budgeting and forecasting.
Columbus A/S's reporting manual and other reporting instructions are updated on an ongoing basis. All updates are communicated to the global finance organization. All employees have access to reporting manuals and instructions.
Whistleblower function
As part of the risk management, Columbus A/S has established a whistle blower function for expedient and confidential notification of possible or suspected wrongdoing.
So far, no cases have been reported through the whistleblower scheme.
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The report concerns the financial year 1 January - 31 December 2023.
Recommendations for Corporate
Governance
Explanation | ||||||
Recommendation | The company com- | The company does | Why | How | ||
plies | not comply | |||||
1. Interaction with the company's shareholders, investors and other stakeholders | ||||||
1.1. Communication with the company's shareholders, investors and other stakeholders | ||||||
1.1.1. The Committee recommends that the | X | Columbus seeks to provide a high and consistent | ||||
management through ongoing dialogue and inter- | level of information to our shareholders and other | |||||
action ensures that shareholders, investors and | interested parties. A company goal is to have an | |||||
other stakeholders gain the relevant insight into | open and active dialogue with shareholders, share | |||||
the company's affairs, and that the board of direc- | analysts, the press and the public in order to en- | |||||
tors obtains the possibility of hearing and including | sure the necessary insight and thereby the best | |||||
their views in its work. | possibility to evaluate the Company. This will be | |||||
obtained in accordance with rules and legislation | ||||||
for companies listed on Nasdaq Copenhagen and | ||||||
in accordance with Columbus' Investor Relations | ||||||
policy. Communication with interested parties | ||||||
takes place via the ongoing publication of notifica- | ||||||
tions, investor presentations and individual meet- | ||||||
ings. | ||||||
The website www.columbusglobal.com is the pri- | ||||||
mary source of information for interested parties. It | ||||||
is updated continuously with new information | ||||||
about Columbus' results, activities and strategy. | ||||||
At the Company's website, it is possible to sub- | ||||||
scribe to Columbus' e-mail service and thereby | ||||||
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Explanation | |||||
Recommendation | The company com- | The company does | Why | How | |
plies | not comply | ||||
receive company announcements, financial state- | |||||
ments and investor news via e-mail. | |||||
Columbus hosts a conference call after publication | |||||
of financial statements. The call and presentations | |||||
can be followed directly via the Company's web- | |||||
site. | |||||
1.1.2. The Committee recommends that the | X | Columbus has adopted an Investor Relations Pol- | |||
company adopts policies on the company's rela- | icy in line with the recommendations on Corporate | ||||
tionships with its shareholders, investors and if rel- | Governance. | ||||
evant other stakeholders in order to ensure that | |||||
the various interests are included in the company's | The policy is available on the website: www.co- | ||||
considerations and that such policies are made | lumbusglobal.com | ||||
available on the company's website. | |||||
1.1.3. The Committee recommends that the | X | Columbus publishes quarterly reports. The quar- | |||
company publish quarterly reports | terly reports are published as a company an- | ||||
nouncement and are available on the website: | |||||
www.columbusglobal.com | |||||
1.2. The general meeting | |||||
1.2.1. The Committee recommends that the | X | Shareholders who are unable to attend General | |||
board of directors organises the company's gen- | Meetings in person or represented by proxy are | ||||
eral meeting in a manner that allows shareholders, | allowed to vote and raise questions prior to the | ||||
who are unable to attend the meeting in person or | General Meeting. | ||||
are represented by proxy at the general meeting, | |||||
to vote and raise questions to the management | All relevant documents for the General Meeting | ||||
prior to or at the general meeting. The Committee | are uploaded on our website prior to and after the | ||||
recommends that the board of directors ensures | General Meeting. | ||||
that shareholders can observe the general meet- | |||||
ing via webcast or other digital transmission. | |||||
1.2.2. The Committee recommends that proxies | X | Proxies and postal votes to be used at the Gen- | |||
and postal votes to be used at the general meeting | eral Meeting enables shareholders to consider | ||||
enable the shareholders to consider each individ- | each individual item on the agenda. | ||||
ual item on the agenda. | |||||
All relevant documents for the General Meeting | |||||
are uploaded on our website prior to and after the | |||||
General Meeting. | |||||
7 |
Explanation | ||||
Recommendation | The company com- | The company does | Why | How |
plies | not comply | |||
1.3. Takeover bids | ||||
1.3.1. The Committee recommends that the | X | The Board of Directors has decided not to set | If a third-party takeover bid is made public the | |
company has a procedure in place in the event of | up contingency procedures, as one share- | Board of Directors will respond to this in accord- | ||
takeover bids, containing a "road map" covering | holder, Consolidated Holdings A/S owned by | ance with legislation and the shareholders will be | ||
matters for the board of directors to consider in the | the Chairman of the Board holds 62.20% of the | involved through the general meeting. | ||
event of a takeover bid, or if the board of directors | voting rights (including shareholder voting | |||
obtains reasonable grounds to suspect that a take- | agreements). Therefore, no decision regarding | |||
over bid may be submitted. In addition, it is recom- | takeover bid can be made without this one | |||
mended that it appears from the procedure that | shareholder. | |||
the board of directors abstains from countering | ||||
any takeover bids by taking actions that seek to | ||||
prevent the shareholders from deciding on the | ||||
takeover bid, without the approval of the general | ||||
meeting. | ||||
1.4. Corporate Social Responsibility | ||||
1.4.1. The Committee recommends that the | X | Columbus has adopted a Sustainability Report, | ||
board of directors adopts a policy for the com- | which includes social responsibility and sustaina- | |||
pany's corporate social responsibility, including so- | bility and describes the overall guidelines and | |||
cial responsibility and sustainability, and that the | standards in relation to business conduct and be- | |||
policy is available in the management commentary | havior. The Sustainability Report is updated annu- | |||
and/or on the company's website. The Committee | ally and published in relation to publication of the | |||
recommends that the board of directors ensures | Annual Report. The Sustainability Report is availa- | |||
compliance with the policy. | ble on the website: www.columbusglobal.com | |||
In 2022 Columbus adopted a new sustainability | ||||
strategy with four strategic focus areas. The focus | ||||
areas and our progress are outlined in the Annual | ||||
Report 2023 and described in more detail in the | ||||
Sustainability Report 2023. | ||||
Since December 2012 Columbus has been a | ||||
member of the UN Global Compact and supports | ||||
the ten general principles of Corporate Social Re- | ||||
sponsibility. | ||||
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Explanation | |||||
Recommendation | The company com- | The company does | Why | How | |
plies | not comply | ||||
1.4.2. The Committee recommends that the | X | Columbus has adopted a Tax Policy to ensure | |||
board of directors adopts a tax policy to be made | compliance with laws and regulations. The policy | ||||
available on the company's website. | applies to all companies in the Columbus Group, | ||||
and aims to ensure that all taxes are paid accord- | |||||
ing to local tax rules in all countries the Columbus | |||||
companies operate in. | |||||
The policy is approved by the Board of Directors | |||||
and reviewed at least annually based on the | |||||
Group's operations and regulatory changes. | |||||
The policy is available on the website: www.co- | |||||
lumbusglobal.com. | |||||
2. The duties and responsibilities of the board of directors | |||||
2.1. Overall tasks and responsibilities | |||||
2.1.1. The Committee recommends that the | X | Columbus' purpose "Digital Transformation for a | |||
board of directors in support of the company's | Better Tomorrow" reflects the work we do for our | ||||
statutory objects according to its articles of associ- | customers: to bring digital transformation into our | ||||
ation and the long-term value creation considers | customers' business, help our customers maxim- | ||||
the company's purpose and ensures and pro- | ize their value chain and position them to thrive far | ||||
motes a good culture and sound values in the | into the future. | ||||
company. The company should provide an ac- | |||||
count thereof in the management commentary | Columbus adopted new Shared Columbus Values | ||||
and/or on the company's website. | in 2021: Stay curious, Build trust, Collaborate and | ||||
Deliver Customer Success. These values were | |||||
developed from within the business, through a | |||||
number of initiatives. Over 850 employees were | |||||
involved in the generation of the values to ensure | |||||
that Our People are able to relate to and live the | |||||
values. | |||||
In 2022, Columbus adopted six Leadership Princi- | |||||
ples: Understand the bigger picture, Build for the | |||||
future, Dare to advise, Make it easy for all to do a | |||||
good job, Induce energy and Care for people. A | |||||
number of leaders were involved in the process, | |||||
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Explanation | ||||||
Recommendation | The company com- | The company does | Why | How | ||
plies | not comply | |||||
and all leaders have participated in Leadership | ||||||
Principles workshops. | ||||||
The purpose of implementing shared Values and | ||||||
Leadership Principles is to promote a one Colum- | ||||||
bus culture and to ensure long-term value creation | ||||||
in the Company. | ||||||
Columbus' Purpose, Values and Leadership Prin- | ||||||
ciples are described on the website and in the | ||||||
management commentary in the Annual Report | ||||||
2023 and the Sustainability Report 2023. | ||||||
X | Once a year, at a Board meeting, the Board of Di- | |||||
2.1.2. The Committee recommends that the | rectors and Executive Board review and discuss | |||||
the strategy, including progress on strategic tar- | ||||||
board of directors at least once a year discusses | ||||||
gets. | ||||||
and on a regular basis follows up on the com- | ||||||
pany's overall strategic targets in order to ensure | In November 2023, the Company announced the | |||||
the value creation in the company. | ||||||
new three-year strategy "New Heights" (2024- | ||||||
2026). | ||||||
2.1.3. The Committee recommends that the | X | Once a year, at a Board meeting, the Board of Di- | ||||
rectors and Executive Board evaluates whether | ||||||
board of directors on a continuously basis takes | ||||||
the Company's share capital and share structure | ||||||
steps to examine whether the company's share | ||||||
is in accordance with the Company's and share- | ||||||
and capital structure supports the strategy and the | ||||||
holders' interest and supports long-term value cre- | ||||||
long-term value creation in the interest of the com- | ||||||
ation for Columbus. The overall objective is to en- | ||||||
pany as well as the shareholders. The Committee | ||||||
sure a capital and share structure which supports | ||||||
recommends that the company gives an account | ||||||
long-term financial growth and maximizes the re- | ||||||
thereof in the management commentary. | ||||||
turn to shareholders. Account thereof is given in | ||||||
the Annual Report. | ||||||
2.1.4. The Committee recommends that the | X | The Board of Directors has adopted Rules of Pro- | ||||
board of directors prepares and on an annual ba- | cedure for the Executive Board, which describe | |||||
sis reviews guidelines for the executive manage- | the overall tasks and responsibilities of the Execu- | |||||
ment, including requirements in respect of the re- | tive Board, reporting to the Board of Directors and | |||||
porting to the board of directors | authorities of the Executive Board. | |||||
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Columbus A/S published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 08:37:05 UTC.