Corporate governance
JL is fully-owned by JL-Fondet (the JL Foundation). Ownership is exercised through Vesterhavet A/S which is also fully-owned by JL-Fondet.
JL is managed by a non-executive Board of Directors and JL’s Executive Management. The non-executive Board is appointed by JL-Fondet.
The Board of Directors has eight members, three of whom are elected by the employees according to Danish legislation.
Non-executive Board members serve for one year and may stand for re-election. Board members elected by the employees have four-year tenure and may also stand for re-election. At the end of 2006, average length of service on the Board of Directors was 5.4 years. Board members cannot be re-elected after their 70th birthday.
The principles of corporate governance applied by JL are by and large determined by JL’s Articles of Association, the Rules of Procedure of the Board of Directors and the powers vested in Executive Management.
JL complies with the generally recognized corporate governance guidelines to the greatest possible extent where relevant for a company owned by a Foundation.
Board of Directors and Executive Management
JL’s Rules of Procedure for the Board of Directors specify that the Board and the Executive Management are jointly responsible for the management and organisation of the company.
The day-to-day management of the company is carried out by the Executive Management in accordance with the Rules of Procedure laid down by the Board of Directors.
The Board of Directors ensures that an annual strategic plan and a budget are prepared and approved and that monthly and quarterly reports are submitted.
The Board of Directors appoints the Executive Management. Exceptional or major dispositions may only be implemented by the Executive Management on the basis of a specific authorization granted by the Board of Directors.
Relationship to Vesterhavet A/S and JL-Fondet
Vesterhavet A/S holds the entire share capital in JL on behalf of JL-Fondet, cf. Figure 8.
Figure 8: Group structure
JL-Fondet's policy is to grant the greatest possible degree of autonomy to its subsidiaries, allowing JL’s Board of Directors and the Executive Management extensive independence in strategy formulation and execution.
Financial management
JL’s financial management comprises long-term financial projections and annual budgets followed up in quarterly and monthly reports. Internal quarterly reports include profit forecasts for the full year and semi-annual estimates for the next year.
Risk management
JL’s policy for managing operational and financial risks is described in the section on risk management.
Compliance management
To ensure JL compliance with national and international competition regulations, memos and instructions regarding international competition law have been drawn up and made available to all employees. Memos and instructions are kept updated and are available on JL’s Intranet (Sh@renet) issued by Executive Management.