Linkfire’s board of directors is made up of experienced people across the entertainment, tech, and financial industries.
After the general meeting, the board of directors is the second most superior decision-making body of the company.
The duties of the board of directors are set forth in the Danish Companies Act, the company’s articles of association, the Code and the written rules of procedure adopted by the board of directors, which are revised annually.
The rules of procedure regulate, inter alia, the practice of the board of directors, tasks, decision-making within the company, the board of directors’ meeting agenda, the chair’s duties and allocation of responsibilities between the board of directors and the executive management. Rules of procedure for the executive management, including instruction for financial reporting to the board of directors, are also adopted by the board of directors.
The members of the board of directors are elected annually at the annual general meeting for the period until the end of the next annual general meeting. According to the company’s articles of association, the board of directors shall consist of no less than three and no more than seven board members. Currently, the board of directors is composed of four ordinary board members elected by the general meeting.
The board of directors meets according to a pre-determined annual schedule. At least five ordinary board meetings shall be held between each annual general meeting. In addition to these meetings, extraordinary meetings can be convened for processing matters which cannot be referred to any of the ordinary meetings.
Pursuant to the Danish Companies Act, the board of directors is responsible for the organisation and management of the company’s affairs, which means that the board of directors is responsible for, inter alia, establishing targets and strategies, securing procedures and systems for monitoring of set targets, continuously assessing the company’s financial position and evaluating the executive management. Furthermore, the board of directors is responsible for ensuring that proper information is given to the company’s shareholders, that the company complies with applicable laws and regulations, that the company develops and implements internal policies and ethical guidelines and that the company establishes and maintains adequate risk management and internal control procedures. Moreover, the board of directors is responsible for ensuring that annual reports and interim reports are prepared in a timely manner. The board of directors also appoints the company’s executive management.
The chair of the board of directors is responsible for organising and leading the work of the board of directors and for ensuring that the work is carried out efficiently and that the board of directors fulfils its obligations in accordance with applicable laws and regulations. According to the board of directors’ rules of procedure, the chair of the board of directors shall, inter alia, ensure that the board of directors regularly updates and develops its knowledge of the company, ensure that the board of directors receives sufficient information and documentation to enable it to conduct its work, decide which matters the board of directors shall discuss after consulting the executive management and conduct necessary day-to-day contact with the executive management. According to the Code, the chair of the board of directors is to be elected by the general meeting.
According to the Danish Companies Act, the majority of the members of the board of directors of a public limited company must not be executive officers of the company. No executive officer of a public limited company may be chair or vice chair of the company’s board of directors.
According to the Code, the majority of the board members elected by the general meeting shall be independent of the company and its management. In determining whether or not a board member is independent, an overall assessment shall be made of all the circumstances that could call into question the independence of the board member in relation to the company or its management. According to the Code, at least two of the board members who are independent in relation to the company and its management shall also be independent in relation to major shareholders. Major shareholders refer to shareholders who directly or indirectly control ten per cent or more of all shares and voting rights in the company. To determine a board member’s independence, the extent of the board member’s direct and indirect relationships with the major shareholders must be considered for the assessment. A board member who is an employee or a board member of a company that is a major shareholder is not considered to be independent.
The members of the board and the board of directors’ assessment of the board members’ independence in relation to both the company and its management and in relation to major shareholders are presented in the section “Board of directors, management and auditors”. As indicated, the board of directors believes that Linkfire fulfils the Code’s requirements in regard to independence.
The audit committee is comprised of Ole Larsen (chair), Thomas Weilby Knudsen and Jesper Møller. The audit committee’s role is mainly to monitor the company’s financial position, to monitor the effectiveness of the company’s internal control, internal audit and risk management, to be informed about the audit of the annual report and the consolidated financial statements, to review and monitor the auditor’s impartiality and independence and to monitor the company’s compliance with law and regulations related to financial matters.
The remuneration committee is comprised of Jesper Møller (chair), Petra von Rohr and Charlotte Klinge. The remuneration committee’s role is primarily to prepare matters regarding remuneration and other terms of employment for the executive management and other key employees. The remuneration committee shall also monitor and evaluate ongoing and completed programs for variable remuneration to Linkfire’s executive management and monitor and evaluate the implementation of the guidelines for remuneration to the executive management which the annual general meeting has adopted.
