Board committees

Audit committee

According to its charter, the audit committee, among other things, assists the board of directors in relation to internal accounting and financial control systems, the integrity of the company’s financial reports and engagements with external auditors. The audit committee also carries out ongoing assessments of the company’s financial and business risks. In 2015, extensive time was spent on reviewing the financial impact of the discovered accounting fraud in the Beltone franchise network and the already planned strengthening of the finance functions, control mechanisms in place and the external audit (discussion on the materiality level of the audit). In addition, the committee reviewed the whistleblower reporting system, main accounting principles, tax strategy and compliance and key risks (including identified supplier risks) etc.

The audit committee held five meetings in 2015.

Audit committee members
Carsten Krogsgaard Thomsen (chairman)
Wolfgang Reim
Ronica Wang

Nomination committee

According to its charter, the nomination committee advises and makes recommendations to the board of directors in relation to the skills that the board of directors and the executive management must have to best perform their tasks. Annually, the nomination committee evaluates the structure, size, composition and performance of the board of directors and the executive management and makes recommendations to the board of directors with regard to any changes. The board of directors believes in a global, transparent and thorough search and selection process for board candidates. The nomination committee prepares the board of directors’ work by selecting candidates with the help of a professional global search firm. In 2015, primary activities included the nomination of Ronica Wang as member of the board of directors and the audit committee and the nomination of René Svendsen-Tune as CEO of GN Netcom.

The nomination committee held no meetings in 2015.

Nomination committee members            
Per Wold-Olsen (chairman)
William E. Hoover, Jr.

Remuneration committee

According to its charter, the remuneration committee assists the board of directors in matters and decisions concerning remuneration of the executive management and senior employees and in ensuring that the general remuneration policies reflect an appropriate balance in the interests of the shareholders. Resolutions on remuneration recommended by the remuneration committee and adopted by the board of directors are in line with the guidelines for incentive pay as approved by the annual general meeting and by the board. The 2015 remuneration policy for the executive management is based on the remuneration guidelines and takes into account the corporate governance recommendations of Nasdaq Copenhagen and the requirements of the Danish Companies Act. In 2015, the remuneration committee supervised and reviewed the remuneration policy, salary, bonus, long-term incentive process and results. It also reviewed the design of sales incentive plans and warrant grants, talent development and succession planning process and results. Moreover, the GN engagement survey results, development of guidelines on bonus settlements for employees starting mid-year and a policy on external board positions for executive management as well as a set of new GN leadership competencies, were also revised and supervised.

The remuneration committee held seven meetings in 2015.

Remuneration committee members        
Per Wold-Olsen (chairman)
William E. Hoover, Jr.
Hélène Barnekow

Strategy committee

According to its charter, the strategy committee assists the board of directors in exploring potential strategic technology research and development based opportunities outside – but related to – GN’s existing business areas. It is vital for GN to maintain and further enhance the technological core capabilities of the company. Thus, the board of directors has decided to invest in a number of exploratory research projects aiming at discovering potential future business opportunities outside the immediate area of where GN Resound and GN Netcom operate today but leveraging core knowledge and competencies of GN. In 2015, the strategy committee established the GN Scientific Advisory Board as planned. The advisory board is a virtual research network involving the best and most advanced research specialists within core technologies for existing and future business areas of GN. The board gives GN the opportunity to explore technological innovations within the broader technology space and support the process of new business areas. This strategic initiative, independent of GN ReSound and GN Netcom, is a corporate GN initiative reported under Other activities. In 2016, the strategy committee will continue its exploratory work.

The strategy committee held nine meetings in 2015.

Strategy committee members                 
Wolfgang Reim (chairman)
Per Wold-Olsen
William E. Hoover, Jr.

Committee member CV’s can be viewed here