Board of Directors

Duties of the Board of Directors

The Board of Directors handles the overall management of Ambu, the formulation of objectives and strategies as well as the approval of the overall budgets and action plans. The Board also has a duty to perform overall supervision of the company’s activities and to check that it is managed in a responsible manner and with due regard to Danish legislation and the Articles of Association. The general guidelines for the work of the Board of Directors have been laid down in an Order of Business which is reviewed and updated as required at least once a year. The Order of Business sets out procedures for the reporting by the Executive Board and the working method of the Board of Directors as well as a description of the duties and areas of responsibility of the Chairman of the Board of Directors.

The Board of Directors is briefed regularly about the company’s affairs. The briefing is systematic in the form of both meetings and regular written and oral reports. The Board of Directors receives a regular monthly report, including among other things information about financial developments and the most important activities and transactions.

Normally a total of six to eight board meetings are held yearly. The agendas for these meetings follow a fixed plan. Members of Executive Board attends the meetings of the Board of Directors, which ensures that the Board of Directors is well informed about the company’s operations.

There has been established an audit committee consisting of three members of the Board of Directors, Christian Sagild (committee chairman), Henrik Wulff and Mikael Worning. In addition to these members, the Chairman of the Board of Directors, the Executive Board and the auditor elected by the general meeting attend the committee meetings. The purpose of the committee is to support the work of the Board of Directors in ensuring the quality and integrity of the company’s presentation of its financial statements, auditing and financial reporting. At the same time, the committee must monitor all accounting and reporting processes, the auditing of the company’s financial reporting and the work and independence of external auditors. The audit committee holds two meetings per year.

In addition, Ambu has a remuneration committee consisting of Lars Rasmussen and Oliver Johansen and a nomination committee consisting of Lars Rasmbussen and Mikael Worning.

Composition of the Board of Directors

According to Ambu’s Articles of Association, the Board of Directors shall have four to eight members elected by the Annual General Meeting. To this will be added board members elected in pursuance of the provisions of Danish legislation on employee directors. The Board currently has nine members of whom six were elected by the Annual General Meeting. Three are employee-selected members. Board members elected by the Annual General Meeting sit for a term of one year and may be re-elected, the age limits for new appointments and re-elections being 65 and 70, respectively.

The one-year term has been agreed with a view to ensuring continuity in the work of the Board of Directors. Employee directors sit for a term of four years defined in pursuance of the provisions of the Danish Companies Act.

The Board appoints a Chairman and a Vice-Chairman.

In connection with the recommendation of new board members, a careful assessment is made of the knowledge and professional experience which is required with a view to ensuring the presence on the Board of the necessary competences. In connection with nominations of members at the general meeting, the Board of Directors sends out a description of the backgrounds of individual candidates, their relevant competences and any managerial positions held. Moreover, the Board of Directors states the reasons for their nomination on the basis of the recruitment criteria stipulated.

The members of the Board of Directors elected by the general meeting are deemed to be independent.