Corporate Governance checklist

Corporate Governance can be defined as "the system used to manage and control a company". Requirements for good corporate governance are to a wide extent included in the requirements for boards of directors laid down in the Danish Public Companies Act (Aktieselskabsloven) and in the code of conduct for companies listed on NASDAQ OMX, Copenhagen.

In Denmark, it is the Committee on Corporate Governance which has laid down a number of rules on and recommendations for good corporate governance which Danish companies must review and comply with to the greatest possible extent. Auriga reviews these recommendations annually on the basis of the comply-or-explain principle and regularly assesses how the company can ensure additional compliance. The recommendations specify that it is just as legitimate for a company to provide an explanation as it is to comply with a specific recommendation as the most important objective is to ensure transparency about the company’s management.

The checklist provided below have been prepared on the basis of the Committee on Corporate Governance’s Recommendations for corporate governance of August 15, 2005; section VI revised by February 6, 2008; sections III and V revised by December 10, 2008. The checklist includes the Board of Directors' comments to the recommendations.

It is the opinion of the management that Auriga is complying with the recommendations issued by the Committee on Corporate Governance.

Contents:

Corporate Governance recommendations		Complied with	Not complied with
	I. The role of the shareholders and their interaction with the management of the company	x
	II. The role of the stakeholders and their importance to the company	x
	III. Openness and transparency	x
	IV. The tasks and responsibilities of the supervisory board	x
	V. The composition of the supervisory board	x
	VI. Remuneration to the members of the supervisory board and the executive board	x
	VII. Risk management	x
	VIII. Audit	x
	Appendix A on supervisory board committees

Download the Corporate Governance checklist as pdf