2016

 Statutory statement regarding corporate governance, cf. the Danish Financial Statements Act, section 107b

The statutory statement regarding corporate governance of RIAS A/S is a part of the management's review in the annual report for 2015/16. The statement's section on the code for corporate governance is not covered by the audit opinion about the management's review in the annual report of RIAS A/S. The information about the company's control and risk management systems and the composition of the company's management bodies etc. is covered by the audit opinion about the management's review in the company's annual report.

 
Code for corporate governance
 
In May 2013, the Committee on Corporate Governance in Denmark has published new recommendations to be used for financial years starting on the 1st of January or later.
 
In connection with the publishing of the annual report for 2015/16, RIAS A/S has prepared a statement that is based on the recommendations of 13th of May 2013 published by the Committee on Corporate Governance. This creates the best possible overview of which recommendations RIAS A/S complies fully with and which recommend-dations the company has chosen not to comply with or is still working on.
 
Links to statement regarding corporate governance:

 

Corporate Governance Report 2015/16

The Committee on Corporate Governance in Denmark
 
Good corporate governance
 
The management of the company places emphasis on good company management and is continuously making an effort to improve the management of the company. The overall framework for the management of RIAS A/S has been arranged with a view to ensuring that the company lives up to its obligations towards shareholders, customers, employees and authorities as well as other stakeholders as well as possible and supporting the long-term value creation.
 
The board of directors of RIAS A/S is constantly working on ensuring that the company lives up to the policies and procedures drawn up by the Committee on Corporate Governance in Denmark and NASDAQ OMX Copenhagen. The board of directors discusses how the company's corporate governance in practice can always ensure that the management of RIAS A/S is of the highest quality and that the work of the board supports the company's future business potential. A key factor is transparency.
 
The board of directors has chosen to publish the statutory statement regarding corporate governance cf. the Danish Financial Statements Act, section 107b, on the company website. Thus, the views of the board of directors with regard to NASDAQ Copenhagen's recommendations for good corporate governance are available on the website of RIAS A/S. The statutory statement regarding corporate governance covers the accounting period from the 1st of October 2015 to the 30th of September 2016 and is part of the management's review.
 
The management has considered NASDAQ Copenhagen's recommendations regarding corporate governance carefully and the board of directors and the management have decided to derogate from the code and therefore take different steps in the following areas:
  
 

No.

Recommendation

Reasons for not complying with the recommendations:’

3.2.1.

The Committee recommends that at least half of the members of the board of directors elected by the general meeting be independent persons, in order for the board of directors to be able to act independently of special interests. To be considered independent, this person may not:

·   be or within the past five years have been member of the executive board, or senior staff member in the company, a subsidiary undertaking or an associate,

·   within the past five years, have received larger emoluments from the company/group,

·   a subsidiary undertaking or an associate in another capacity than as member of the board of directors,

·   represent the interests of a controlling shareholder,

·   within the past year, have had significant business relations (e.g. personal or indirectly as partner or employee, shareholder, customer, supplier or member of the executive management in companies with corresponding connection) with the company, a subsidiary undertaking or an associate,

·   be or within the past three years have been employed or partner at the external auditor,

·   have been chief executive in a company holding cross-memberships with the company,

·   have been member of the board of directors for more than 12 years, or

·   have been close relatives with persons who are not considered independent.

RIAS A/S has one main shareholder, who owns all the A-shares and thereby represents more than 50% of the votes, and a row of minority shareholders. The ownership structure influences the composition of the Board of Directors and this is reason for not complying with this recommendation.

3.4.2.

The Committee recommends that a majority of the members of a board committee be independent.

RIAS A/S has one main shareholder, who owns all the A-shares and thereby represents more than 50% of the votes, and a row of minority shareholders. The ownership structure influences the composition of the Board of Directors and this is reason for not complying with this recommendation.

3.4.7.

The Committee recommends that the board of directors establish a remuneration committee with at least the following preparatory tasks:

·    to recommend the remuneration policy (including the general guidelines for incentive-based remuneration) to the board of directors and the executive board for approval by the board of directors prior to approval by the general meeting,

·    make proposals to the board of directors on remuneration for members of the board of directors and the executive board, as well as ensure that the remuneration is in compliance with the company’s remuneration policy and the assessment of the performance of the persons concerned. The committee should have information about the total amount of remuneration that members of the board of directors and the executive board receive from other companies in the group, and

·    recommends a remuneration policy applicable for the company in general.

No remuneration committee has been established; please see comments for recommendation 3.4.6. The Board of Directors has approved a very simple remuneration policy for both the Board of Directors and the Executive Board. The remuneration policy does not contain any incentive schemes or other variable components. The Board of Directors evaluates that there is no need for a remuneration committee. 

3.4.8.

The Committee recommends that the remuneration committee do not consult with the same external advisers as the executive board of the company.

Please see the comment for the previous recommendation.

4.1.4.

The Committee recommends that if share-based remuneration is provided, such programs be established as roll-over programs, i.e. the options are granted periodically and should have a maturity of at least three years from the date of allocation.

The Executive Board does not receive share-based remuneration.

4.2.1.

The Committee recommends that the company’s remuneration policy and compliance with this policy be explained and justified annually in the chairman’s statement at the company’s general meeting.

RIAS A/S’ Board of Directors considers this to be a matter between the Chairman and the Executive Board.

4.2.2.

The Committee recommends that the proposed remuneration for the board of directors for the current financial year be approved by the shareholders at the general meeting.

When taking into consideration the size of the remuneration, the Board of Directors considers this to be a board matter.

 

 

Composition of the company's management bodies and their committees and their functions
 
Tasks and responsibilities of the board of directors
The work of the board of directors is outlined in rules of procedure, which are evaluated at least once a year. Thus, RIAS A/S complies with the recommendation of adapting the rules of procedure to the needs of the company. The board of directors convenes four times a year or more, as needed. This process ensures that the management can react quickly and efficiently to external conditions. During the financial year 2015/16, 4 meetings have been held, including an extraordinary general meeting due to strategic considerations regarding the structure of the company.
 
Composition of the board of directors
The board of directors consists of six members, of which two are staff-elected in the company. The board members elected at the general meeting are elected for one year at a time.
The board of directors has been composed on the basis of a prioritised wish for professional experience. Several of the members of the board elected at the general meeting, excluding employee representatives as defined in the recommendations, are independent. The board of directors has evaluated the personal capacity of each board member and finds that they perform their tasks in the board of directors of RIAS A/S adequately.
 
Management
The management is appointed by the board of directors, which determines the terms and conditions of employment of the management. The management is responsible for the day-to-day running of RIAS A/S, including the development of RIAS A/S with regard to activities and operation as well as results and internal matters. The board of directors' delegation of responsibility to the management is outlined in the company's rules of procedure and the regulations of the Danish Companies Act. The management of RIAS A/S consists of one person.
 
The main elements of the company's internal control and risk management systems in connection with financial reporting
The board of directors complies with the recommendations that the main business-related risks should be identified, that a plan for the company's risk management to be approved by the board of directors should be prepared and that the management should continuously report to the board of directors with a view to the board of directors being able to systematically follow the development within the main risk areas. The complete risk factors of RIAS A/S are listed on page 42 of the annual report.
 
The internal control and risk management of RIAS A/S in connection with the financial reporting process internally as well as externally has the purpose of ensuring:
·  that the financial reporting gives a true and fair view without significant misstatement in accordance with current legislation, standards and other regulation
·  that appropriate accounting policies are chosen and used and that accounting estimates that are reasonable according to the circumstances are performed.
 
The risk assessment is carried out through a top down method that identifies material items of high risk and special areas of significant risk. The implemented control procedures are based on the risk assessment and are structured to contain the control activities that should as a minimum be carried out. The purpose of the control activities is to ensure that potential errors are avoided, discovered and corrected in time during the financial reporting process. The control procedures contain manual as well as automatic controls.
 
The framework of the accountant's work, including accounting-related tasks as well as non-accounting-related services, is regularly agreed upon between the board of directors and the accountant upon recommendation from the management. In consultation with management, the board of directors also carries out an annual assessment of the accountant's independence and competence.
 

 

RIAS A/S  |  Industrivej 11  |  DK-4000 Roskilde  |  Phone: +45 46770000  |  info@rias.dk  |  CVR: 44065118