Remuneration of executive management and employees
The Board of Directors is responsible for the strategic management of Netcompany and is involved in all decisions regarding major investments, risk management, significant operational issues etc. The Executive Management is responsible for day-to-day management, including the organisation of the company, implementation of strategies, and allocation of resources. Our Executive Management is supervised by our Board of Directors. To avoid any conflict of interest, the two bodies are held separate by the fact that no one serves as a member of both.
Executive Management and Board of Directors
At Netcompany, we recognise that the success of a company is highly dependent on a diverse composition of both management and employees. For the same reason, the Executive Management and Board of Directors are composed of people with different backgrounds and competences. Together, they have the experience and expertise to ensure the continued success of Netcompany as one of Europe’s leading IT service companies.
Our Executive Management consist of the CEO, COO and CFO, all of whom are registered with the Danish Business Authority. The Board of Directors of Netcompany Group A/S consists of five members who are all considered independent under the Recommendations on Corporate Governance. The Chairman and the Deputy Chairman are chosen among the members of the board and appointed by the Board of Directors. Each member is elected for a one year period and may be re-elected.
The Board of Directors must always consist of at least three and no more than seven members elected at the General Meeting. The Board of Directors meets at least five times a year and holds extraordinary meetings whenever it is required.
In 2021, an external evaluation of the Board of Directors was conducted by an independent third-party. As part of this evaluation, the members of the Board of Directors and the Executive Management received a questionnaire with questions relating to effectiveness, performance, competences, quality of submitted material, the overall composition of the Board of Directors, as well as matters relating to internal collaboration. Based on the responses gathered, the report concluded that the Board of Directors is effective, and that collaboration within the board and with the chairmanship and the Executive Management is good and constructive. It verified that the material submitted to the Board of Directors is of very high quality, and that all decisions are made on an informed basis, with enough time set aside to properly discuss the subject matters. The Board of Directors’ annual wheel further ensures that all relevant topics are covered.
Finally, the report concluded that the members of the Board of Directors and Executive Management are highly qualified for their posts and that the collaboration between the two bodies is very effective. This is also the case when it comes to the composition of the board committees as well as the collaboration with and within these bodies.
Board of committees
Netcompany has established three different board committees: an Audit Committee, a Remuneration Committee, and a Nomination Committee. The purpose of these committees is to assist the Board of Directors with its preparatory tasks and make recommendations to the Board of Directors.
The responsibilities of the three committees are stipulated in separate committee charts, which are reviewed annually by the Board of Directors and updated as appropriate.
The Audit Committee provides the Board of Directors with a financial overview of Netcompany’s businesses along with an overview of Netcompany’s statutory audit matters, internal controls and risk management systems. Furthermore, the Audit Committee is responsible for supervising the procedures for electing the external auditor and ensuring their independence. The Audit Committee currently consists of three members of the Board of Directors: Åsa Riisberg (Chairman), Scanes Bentley and Juha Christensen – and the committee meets at least four times a year.
The Remuneration Committee assists the Board of Directors by preparing and presenting proposals and recommendations on all matters concerning the remuneration of the Executive Management and the Board of Directors and its committees. The Remuneration Committee meets at least twice a year and currently consists of two members of the Board of Directors: Juha Christensen (Chairman) and Bo Rygaard.
The Nomination Committee assists the Board of Directors by preparing and presenting decision proposals regarding the composition of the Board of Directors and Executive Management, including the nomination of candidates and evaluation of the overall composition of the Board of Directors and Executive Management. The Nomination Committee consists of two members of the Board of Directors: Juha Christensen (Chairman) and Bo Rygaard. The Nomination Committee meets at least twice a year.
Attendance at board meetings
In 2021, the Board of Directors met 8 times in person or virtually due to travel restrictions. Only one member was prevented from attending one of the meetings. Other than that, there was full attendance at every board meeting held in Netcompany Group A/S. This is also the case for our committee meetings, which had a 100% attendance rate. The overall attendance rate for the Board of Directors for 2021 is 98%, which also means that the set target in last year’s ESG report of a 97% attendance rate has been achieved.
CEO pay ratio
To ensure a transparent and meaningful insight into the CEO pay-ratio at Netcompany, our Remuneration of Executive Management and employees reporting is based on all Netcompany entities (as opposed to Netcompany Group A/S which only employs Executive Management). The CEO remuneration package is composed and proposed by the Remuneration Committee and approved by the Board of Directors.
In 2021, the CEO pay ratio for Netcompany Group was increased to 1:22 following the Executive Management’s salary increase for 2021.
The increase in CEO pay ratio is also affected by the acquisition of Intrasoft (now Netcompany-Intrasoft), as Netcompany-Intrasoft's salaries for November and December 2021 are now also included in the total figures. Netcompany-Intrasoft is located in countries where the salary level is generally lower compared to Netcompany’s other entities, particularly those located in Northern Europe. While the CEO pay ratio has increased, the salary level at Netcompany-Intrasoft follows market standards and objective criteria such as those set out in Netcompany's general remuneration principles.