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| Corporate Governance JL is owned by JL-Fondet (the JL Foundation). Ownership is exercised through Vesterhavet A/S which is wholly owned by JL-Fondet. JL-Fondet was established in 1945 in connection with the 50th anniversary of Dampskibsselskabet Vesterhavet. The Foundation had several objectives from the start, including promoting and developing Danish shipping and Danish enterprises. In practice, the foundation was to support projects within shipping, agriculture, the arts, trade and industry, together with humanitarian work of both a Nordic and an international nature. The foundation further supports education of the young in Denmark as well as internationally. JL-Fondet exercises its ownership of the subsidiaries so as to grant them the greatest possible independence and manoeuvrability. See www.jl-fondet.dk for more information on JL-Fondet. JL is governed by Danish company law which stipulates that the Annual General Meeting must elect the non-executive Board of Directors, approve the annual report and appoint external auditors. Currently JL’s Board of Directors consists of five members elected at the Annual General Meeting and three members elected by the employees. In accordance with the Articles of Association, a minimum of four and a maximum of seven members must be elected by the Annual General Meeting. Election periods are for one year but re-election is possible. Members must retire at 70 and no later than on the date of the Annual General Meeting. The responsibilities of the Board of Directors are described in the rules of procedure which also describe the tasks of the Chairman and the Vice Chairman. The Board of Directors appoints the Executive Management and formulates executive guidelines. JL’s strategies are determined by the Board of Directors, whereas the Executive Management is responsible for the management of the company with reference to the Board of directors. An Executive Committee has been established as a co-coordinating forum with the objective of taking an overall view of activities across JL’s business areas and managerial issues in general. The Executive Committee consists of the business area managers and Executive Management and is chaired by the Chief Executive Officer. JL recognises the significance of the guidelines issued in 2001 by the Nørby Committee (a committee established by the Danish Ministry of Business and Industry and adopted by the Copenhagen Stock Exchange). JL continuously follows the development within Corporate Governance including the reports submitted by the Copenhagen Stock Exchange Committee on Corporate Governance. |