Committee Composition

The NKT Board of Directors has appointed four committees and a working committee; an Audit Committee, a Nomination Committee, a Remuneration Committee, an ESG Committee and a working committee for NKT Photonics A/S.

Audit Committee

The Audit Committee comprises three members of the Board of Directors, currently Andreas Nauen (chair) and Karla Lindahl and Anne Vedel. 

The Audit Committee members are appointed for one year at a time and receives special remuneration for its work. This remuneration is approved at the Annual General Meeting.

The Audit Committee monitors the company's accounting and internal controls, and establishes conditions and a framework for the work of the external auditors.

The work of the Audit Committee is defined in an annual plan approved by the Board of Directors.

 The principal tasks of the Audit Committee are: 

• To monitor the financial reporting process. As part of this, the Committee will monitor compliance with existing legislation, standards and other regulations for listed companies relating to presentation of financial reporting and publication of financial reporting
• To monitor the Company’s internal financial controls, financial compliance reviews, internal audits, if any, and risk management processes
• To monitor the company’s legal compliance program, including the Business Code of Conduct and Whistle-blower scheme
• To monitor the statutory audit of the annual accounts, etc.
• To monitor and review the independence of auditors, including in particular the supply of non-audit services to the NKT Group. 

The Audit Committee holds a minimum of four meetings annually.

Terms of reference for the Audit Committee

Nomination Committee

The Nomination Committee comprises two members of the Board of Directors, currently René Svendsen-Tune (chair). An additional member will be appointed shortly.

The Nomination Committee members are appointed for one year at a time and receives special remuneration for its work. This remuneration is approved at the Annual General Meeting.

The tasks of the Nomination Committee are: 

• To define the qualifications required by the Board of Directors and the Executive Management, to state the expected time commitment for a specific position, and to evaluate the balance of skills, knowledge and experience represented
• To evaluate annually the structure, size, composition and performance of the Board of Directors and the Executive Management and to make recommendations to the Board of Directors with regard to changes
• To evaluate annually the skills, knowledge and experience of the individual members of the Board of Directors and the Executive Management and to report the findings to the Board of Directors
• To consider executive candidates proposed by relevant persons, including shareholders, the Board of Directors and the Executive Management
• To identify and recommend candidates to the Board of Directors for positions on the Board of Directors and the Executive Management. 

Terms of reference for the Nomination Committee

Remuneration Committee

The Remuneration Committee comprises two members of the Board of Directors, currently Andreas Nauen (chair) and Nebahat Albayrak. 

The Remuneration Committee members are appointed for one year at a time and receives special remuneration for its work. This remuneration is approved at the Annual General Meeting.

The tasks of the Remuneration Committee are: 

• To submit proposals to the Board of Directors concerning the remuneration policy for the Board of Directors and the Executive Management, including the general principles for incentive pay schemes, prior to approval at the Annual General Meeting  
• To submit proposals to the Board of Directors concerning the remuneration of the Board of Directors and the Executive Management, and to ensure that this remuneration is consistent with the company’s remuneration policy and the evaluation of the performance of the persons concerned. The Committee must be informed of the total amount of remuneration received by members of the Board of Directors and the Executive Management from other companies in the Group
• To verify that the information contained in the Annual Report concerning the remuneration of the Board of Directors and the Executive Management is correct, true and adequate.
   

Terms of reference for the Remuneration Committee

Remuneration policy: In English
Remuneration policy: In Danish

ESG Committee

The ESG Committee comprises two members of the Board of Directors, currently Nebahat Albayrak (chair) and Jens Due Olsen*.

The work of the ESG Committee is defined in an annual plan approved by the Board of Directors.

 The principal tasks of the ESG Committee are: 

• To review and provide oversight of programs and make recommendations to the Board of Directors on the Company’s policies, strategies pertaining to ESG issues and associated impacts with the purpose to support the sustainable growth of the Company
• To ensure that appropriate policies are in place working effectively to build and consistently protect the Company's internal and external reputation to ensure the long term preservation and enhancement of shareholder value, through NKT's ESG Performance, Behaviors and Communication.
• To monitor risk management associated with ESG issues
• To monitor the Company’s performance against relevant external sustainability (ESG) indices including public reporting and a review of the Company’s annual CSR report. Ensure that ESG disclosures contain high quality, consistent information that investors and other stakeholders can use to make decisions.

The ESG Committee comprises two members of the Board of Directors, currently Nebahat Albayrak (chair) and Jens Due Olsen, coming together for a minimum of four meetings annually.

The ESG Committee is appointed for one year at a time and receives special remuneration for its work. This remuneration is approved at the Annual General Meeting.

Terms of Reference for the ESG Committee

*Not considered independent, cf. Danish Recommendations for Corporate Governance. Also, the chair of the Board of Directors will not receive additional remunerations for his committee work.

Working Committee for NKT Photonics

The Working Committee for NKT Photonics comprises three members of the Board of Directors, currently René Svendsen-Tune and Jens Due Olsen*. 

The Working Committee for NKT Photonics members are appointed for one year at a time and receives special remuneration for its work. This remuneration is approved at the Annual General Meeting.

The tasks of the Working Committee for NKT Photonics are to support the management in NKT Photonics and oversee its activities.

*Not considered independent, cf. Danish Recommendations for Corporate Governance. Also, the chair of the Board of Directors will not receive additional remunerations for his committee work.