Foundation Governance

TICRA Foundation is a Danish commercial foundation. The Foundation is governed by the Danish Foundation Act. TICRA Foundation follows the Recommendations on Foundation Governance of the Committee on Foundation Governance (www.godfondsledelse.dk) with a few exceptions as discussed below:

2.2.2    IT IS RECOMMENDED that if, in addition to the position as chairperson, in exceptional circumstances, the chairperson of the board of directors is requested  to perform specific operating functions for the commercial foundation, a board resolution be passed which ensures that the board of directors retains its independence, overall management and control function. Appropriate allocation of responsibilities should be ensured between the chairperson, the vice-chairperson, the other members of the board of directors and the management, if any.

Exception (non-compliance).

The Board of Directors of TICRA will continue to consist of mainly employees, as it is has always been stipulated in TICRA’s trust deed. Naturally, the chairperson of the board will be appointed from this group taking into account seniority and a deeply rooted knowledge of the nature of the foundation’s commercial activities, its finances, organisation, history and the DNA of TICRA in general.

2.4.1    IT IS RECOMMENDED that an appropriate proportion of the board of directors be independent.

Exception (non-compliance).

For many years, members of the board have been employees of the foundation. This is also the case for the year 2015. At present, the board is surveying the need for/virtues of/suitability of appointing external members - i.e. non-employees – to the board. It this connection the matter of independence will be considered.

2.5.2    IT IS RECOMMENDED that an age limit for members of the board of directors be set, which is published in the management review or on the foundation's website.

Exception (non-compliance).

At present, no decision has been made regarding an age limit. Such a decision will necessitate amending the Trust Deed. So far – with one exception – no member of the board has been older than 64 years.