(1) The Company shall be managed by a Board of Directors composed of five to ten members elected by the General Meeting. In addition, the Board of Directors shall include such members as are elected by the employees under the relevant provisions of the Danish Companies Act.
Board Members elected by the shareholders in the General Meeting shall retire at the following Annual General Meeting. However, such Board Members shall be eligible for re-election.
(2) The Board of Directors shall elect a Chairman and, potentially, a Deputy Chairman among themselves. A member of the Executive Management cannot be elected Chairman or Deputy Chairman.
(3) The Board of Directors shall constitute a quorum when more than half of all the Board members are present.
(4) The business transacted by the Board of Directors shall be decided by a simple majority of votes. In the event of an equality of votes, the Chairman or, in his absence, the Deputy Chairman (if such has been elected) shall have the casting vote.
(5) The Board of Directors shall adopt Rules of Procedure containing detailed provisions regarding the execution of its duties.
(6) Minutes of the Board Meetings shall be entered in a Minute Book, which shall be signed by all members of the Board of Directors.
(7) Each member of the Board of Directors shall be compensated by an annual fee as determined by the General Meeting in connection with the adoption of the annual report.
(8) The corporate language is English, in accordance with Section 126(3)-(4) of the Danish Companies Act.
