Vestas’ Articles of Association state that the Board of Directors must consist of 3–8 members elected by the General Meeting. In addition, the Board of Directors may, in accordance with Danish legislation, include a number of members elected by the company’s employees.
The Board of Directors is to ensure that the number of members of the Board of Directors is sufficient to assure the necessary professional breadth and to make possible an appropriate division of tasks among the members, while simultaneously making sure that the size of the Board of Directors does not hinder an efficient and rapid decision-making process.
The Board of Directors currently consists of seven external members with broad international experience in corporate management, as well as four employee representatives elected by and from among the Group’s employees in accordance with Danish legislation.
Members of the Board elected by Vestas’ employees
Members of the Board elected by Vestas’ employees have the same rights, obligations and responsibilities as those elected by the General Meeting, and even though they cannot be considered independent in relation to the company, their competences and experience constitute an important supplement to the expertise reflected by the members of the Board elected by the General Meeting.
The Danish system regarding election of company representatives for the Board of Directors is described on section "The Board of Directors".
Independence of the members of the Board of Directors
The independence of the Board of Directors is continuously examined, hereunder as regards trading between the company and other companies that may be of interest to the members of the Board of Directors.
The majority of the Board members are independent of the company. Jørn Ankær Thomsen, one of the Board members elected by the General Meeting, is associated with one of the law firms that provide legal advice to the company. The three employee representatives cannot be considered independent members due to their employment with the Vestas Group.
There are no conflicts of interest between major shareholders, the Board of Directors and the Executive Board. No current of former director of the company is a member of the Board of Directors.
Board Meetings
A meeting schedule for Vestas’ Board of Directors is drawn up containing five ordinary meetings and a two-day strategy seminar. The yearly meeting frequency is announced in the annual report.
Retirement age
The retirement age of members of the Board of Directors is 70 years according to the Danish act on amendment of act on prohibition of differential treatment on the labour market etc. (Lov om ændring af lov om forbud mod forskelsbehandling på arbejdsmarkedet mv.). A profile of the individual members of the Board of Directors is available under section "The Board of Directors", where also the age of the individual members of the Board of Directors is shown.
The attitude of the Board of Directors towards age is that age is not a qualification in itself, but must be part of the overall evaluation of the qualifications of the Board member.
Fiduciary positions
No member of Vestas’ Board of Directors is a member of the Executive Board of an active company while holding more than three ordinary directorships or one chairmanship and one ordinary directorship in companies not forming part of the Group.
The Board of Directors finds that each individual Board member is able to appropriately balance his or her time available for board duties and the number of directorships so that the number of directorships does not adversely impact the quality of the board duty in Vestas.
With regard to the members of the Board of Directors elected by the general meeting, Vestas’ annual report contains information about their age, positions, other management posts in Danish and foreign companies and organisations, holdings of shares, options and warrants in the company and companies associated with the company through the Group, as well as about such changes in these members’ holdings of said securities as may have taken place during the financial year.
Committees of the Board of Directors
In 2006, the Board of Directors set up three permanent Board committees, and the need to set up additional Board committees is evaluated continuously. The purpose of these committees is to prepare decisions and recommendations for evaluation by the combined Board of Directors.
Terms of reference has been drawn up for each committee. The terms of reference are internal documents and will not be available on the company’s homepage.
Further information about the committees is available on the company’s homepage and in the annual report.
Election of new Board members
According to the company’s Articles of Association, members of the Board of Directors elected by the General Meeting are to be elected every year at the Annual General Meeting of the company. The General Meeting decides the composition of the Board of Directors (with the exception of the members elected by the employees of the company).
Nevertheless, the departing Board of Directors is to propose candidates for election to the acceding Board of Directors so that the General Meeting has the opportunity to compose a continuing Board of Directors that can act independently of special interests and which represents a balance between continuity and renewal suitable for the current situation of the company.
The Board of Directors engages external assistance for the search process and for the evaluation of profiles and qualifications that are actually needed to supplement the expertise reflected in the overall composition of the Board of Directors.
List of candidates
In connection with convening the General Meeting, where new Board members are to be elected, a detailed description of the individual candidates is included. The description contains details regarding age, position, when the member joined the Board, independence, fiduciary positions in Danish and foreign companies and organisations and special competencies.
The company’s Articles of Association contain no limitations regarding the number of times a member can be re-elected to the Board of Directors. It is the opinion of the Board of Directors that seniority is not a decisive criterion in itself, but that high seniority – and thus extensive experience – can prove greatly beneficial to the company.
Seen in the light of the development of the company and expectations for future growth, continuity in the composition of the Board of Directors has proved to be a major advantage for the company, and the Board of Directors considers there to be a continued need for such.
Introduction to new Board members
New Board members will be introduced to the company by the Chairman and the Executive Management.
The qualifications of the members of the Board of Directors
When proposing candidates for election to the Board of Directors at the General Meeting, the Board of Directors is to strive to ensure that, the candidates as a group also represent the necessary sector insight and the commercial and financial competences necessary to allow the Board of Directors to perform its tasks to the best of its ability.
The Board of Directors engages external assistance for the search process and for the evaluation of profiles and qualifications that are actually needed to supplement the expertise reflected in the overall composition of the Board of Directors.
In connection with its proposal of candidates for the Board of Directors at the General Meeting, the Board of Directors also presents detailed profiles of the candidates it is proposing. These profiles are issued to shareholders in the company registered by name along with the invitation to and agenda for the General Meeting at which elections to the Board of Directors are on the agenda.
In connection with their granting of authorisation to the General Meeting, shareholders are given the opportunity to state their position for or against each of the candidates proposed by the Board of Directors.
A profile of the members of the Board of Directors is provided on www.vestas.com / Investor / Corporate Governance / Board of Directors.
Shareholders are given the opportunity to state their position for each of the candidates proposed by the Board of Directors in connection with their granting of authorisation to the General Meeting
Once a year it is assessed if there are areas where the Board members’ competence and expertise should be updated. The individual member of the Board of Directors is, however, also responsible for actively studying and keeping abreast of the situation of the Vestas Group and the relevant sector insight.
Self-evaluation
The Board of Directors has an evaluation procedure to ensure that the Board of Directors once a year evaluates the method of working and the results of the Board of Directors as well as the individual Board member’s contribution. The evaluation is made by the Chairman and the result is discussed by the Board of Directors as a whole.
The chairmanship and the Managing Director evaluate the work of the Board of Directors and the cooperation between the Board of Directors and the Executive Management once a year.
An actual procedure for the evaluation has not been mapped out.