Agromino A/S applies the recommendations issued by the Committee on Corporate Governance (the “Code”, latest version of which is available at www.corporategovernance.dk).
The principles of corporate governance in Agromino are described below and governed by the Articles of Association, applicable laws, the Code, Rules of Procedure for both of the Boards, exchange requirements and market practice. Specific reference is made to any areas in which Agromino deviates from the Code, as is required by the ‘comply or explain’ principle in the Code.
It is Agromino’s declared intention to secure that the standards and principles of good corporate governance will be adhered to at all times.
The governance of Agromino is attended to by:
- The General Meeting of Shareholders
- The Board of Directors
- The Executive Board
The General Meeting of Shareholders has supreme authority in all matters and things pertaining to the Company subject to the limits set by statute and by the Articles of Association. Any share carries one vote in the General Meeting of Shareholders. The members of the Board of Directors and the auditor are elected by the General Meeting of Shareholders.
Board of Directors
The Board of Directors consists of three members. In accordance with the Code, at least half of the members must be independent of the company, management and shareholders, and this requirement is fulfilled by Agromino having two independent members of the Board of Directors.
In accordance with the Code the elected members of the Board of Directors are appointed to hold office for one year and thus the election term expires at the annual General Meeting following the election. The Board of Directors shall have a Chairman, which they shall elect from among their members.
A Board of Directors meeting shall constitute a quorum when more than half the directors are present. Resolutions by the Board of Directors shall be passed by a simple majority of votes.
The Board of Directors is the highest level of the management structure, which primary functions are to be responsible for the overall and strategic management as well as decision outside of the day-to-day management, i.e. decisions of unusual nature or of major importance. The Board of Directors will arrange for the proper organisation of the activities of Agromino, and will ensure that the keeping of accounts and the administration of property are carried out in a satisfactory way.
The Board of Directors has drawn up rules of procedure governing the performance of its duties.
Guidelines on Segregation of Duties
The Board of Directors has appointed an Executive Board consisting of two members to be responsible for the day-to-day operations of the company. One of the managers of the Executive Board shall be appointed the CEO.
The Executive Board shall be responsible to the Board of Directors for managing the company in accordance with applicable law in force from time to time, the company’s Articles of Association, the Rules of Procedure of the Board of Directors and the Guidelines for Segregation of Duties between the Board of Directors.
The Board of Directors has drawn up guidelines to segregation of duties between the Board of Directors and the Executive Board.
Rules of procedure
The auditor of the Company is, and has been since 2018, Beierholm Statsautoriseret Revisionspartnerselskab, Voergårdvej 2, DK-9200 Aalborg SV.