Tasks and responsibilities of the Supervisory Board
The Supervisory Board contributes to the formulation and establishment of the company's development and growth strategies. The Supervisory Board continuously assesses the performance of the Executive Board and the company's business and financial development in relation to plans and estimates. In addition, the Supervisory Board ensures that the organisation and distribution of responsibility of management is clear and appropriate.
Guidelines for the Supervisory Board's responsibilities and tasks, including those of the chairman of the Supervisory Board, are described in the company's rules of procedure. The Supervisory Board has appointed a vice chairman who acts as chairman in the chairman's absence. Special Supervisory Board committees are only set up in connection with extraordinary tasks.
The company's rules of procedure are assessed annually with a view to a possible revision.
The company's rules of procedure contain procedures for the Executive Board's reporting to the Supervisory Board. In advance of the holding of Supervisory Board meetings, the Executive Board sends out information to be considered at the meeting. Furthermore, information about all material matters is exchanged on an ongoing basis between the Executive and Supervisory Boards.
The composition of the Supervisory Board
Solar complies in part with the recommendation as regards composition of the Supervisory Board. The Fund of 20th December which is the majority shareholder and submits proposals for the composition of the Supervisory Board, emphasises that members represent relevant competences compared with the company's own competences and requirements, and the Fund assesses this continuously. In connection with the recommendation of candidates for the Supervisory Board, a detailed description of the background and competences of the individual candidate is distributed. Furthermore, the company's annual report includes information about the Supervisory Board members' age, position, Supervisory Board membership and when they joined the Supervisory Board. For a description of the competences of the Supervisory Board members click here.
Newly elected Supervisory Board members are introduced to the group's strategic and financial situation and current issues by the Executive Board. If it is assessed that there is a need for compentence development, Supervisory Board members will participate in relevant courses and supplementary education as agreed.
Solar's Supervisory Board is made up of 6 members elected by the general meeting and 3 members elected by the employees.
The Supervisory Board is made up in accordance with the recommendations, meaning that at least half the members are independent. In connection with the submission of proposals for the composition of the Supervisory Board, the dependence of the individual persons is stated. A description of the managerial offices and competences of the Supervisory Board members is available in Solar's annual report and here.
In accordance with the Danish Public Companies Act, Solar has employee-elected members of the Supervisory Board who participate with the same rights, obligations and responsibilities as members elected by the general meeting. The company finds it important that the employee-elected members of the Supervisory Board participate in the work of the Supervisory Board on equal terms with the other members.
The Supervisory Board determines the meeting frequency of the following calendar year at the Supervisory Board meeting in connection with the quarterly report for the second quarter. The Supervisory Board holds ordinary meetings 6 times a year and, in addition, meets when required.
Solar states in the annual report and on this homepage the managerial offices, including Supervisory Board membership, of the Executive Board and the individual Supervisory Board members. It is ensured that the duties of the Supervisory Board members in other enterprises constitute an appropriate extent.
Solar complies in part with the recommendation as regards age limit. The age of the Supervisory Board members is stated in Solar's Annual Report. Solar finds the assessment of competences more important than age and, consequently, no age limit has been decided for board members.
All Supervisory Board members are up to for election every year. Focus is placed on continuously ensuring the balance between continuity and renewal of the Supervisory Board.
Special Supervisory Board committees aside from audit committees are only set up in connection with extraordinary tasks. The full Supervisory Board participates in the review of all other matters.
Solar complies in part with the recommendation as regards evaluation of the work of the Supervisory and Executive Boards. The Supervisory Board continuously evaluates the work and results of the Executive Board. The Fund of 20th December evaluates the Supervisory Board's results, work and composition once a year. Furthermore, it is assessed whether the Supervisory Board holds the competences that the company requires at any time and whether the individual Supervisory Board members contribute actively and constructively to the work.
Remuneration of the Supervisory Board and Executive Board
Remuneration of the Executive Board is negotiated with the chairman within the framework and guidelines defined by the Supervisory Board which, for example, ensures that the remuneration is at the same level as that of comparable enterprises. Remuneration of the Supervisory Board is also fixed in accordance with Supervisory Board remuneration of comparable enterprises.
The company's rules of procedure states the principles of fixing the remuneration of the Supervisory Board, including that the chairman receives three times the remuneration, the vice chariman and the chairman of the audit committee receive one and a half time the remuneration. The chairman of the Supervisory Board assesses the remuneration of the Executive Board once a year. The annual report states the remuneration of the Supervisory Board. The annual report is submitted for approval at the general meeting whereby the shareholders approve the remuneration of the Supervisory Board for the previous year.
Remuneration of the Supervisory Board and salary of the Executive Board appear from the annual report. The Supervisory Board is paid a fixed amount.
The Executive Board is paid by way of a fixed annual remuneration and an incentive programme.
The incentive programme partly includes a bonus scheme, partly a share option plan.
Solar complies in part with the recommendation as regards principles for the establishment of incentive programmes. As mentioned priviously, remuneration of the Executive Board includes an incentive programme which comprises a bonus plan and a share option plan. The terms of the share option plan are described in Solar's annual report. Among other things, it appears from the terms that in connection with measurement of the share option, the average price of the company's shares 10 business days after publication of the company's Annual Report is used. Redemption price is the price used at measurement.
The establishment of share-based incentive programmes and the terms of these are published via NASDAQ OMX Copenhagen.
If Solar terminates the employment of the company's CEO, the CEO will be paid one year's remuneration and an additional one year's salary.
Haderslevvej 25