Det skriver bestyrelserne om deres selvevaluering

I Økonomisk Ugebrevs årlige Top 100 Corporate Governance Rating indgår det som et af ti målepunkter, om bestyrelsen oplyser om resultatet af bestyrelsens selvevaluering, og hvilke initiativer, der er fulgt op med. Kun 20 af de 100 største børsnoterede selskaber lever op til anbefalingen fra Komiteen for God Selskabsledelse om, at der bør oplyses om resultater af bestyrelsens selvevaluering. Kom med ind i bestyrelseslokalet og læs, hvordan bestyrelserne ser sig selv. Hovedparten af bestyrelserne kommer frem til, at alt er fint.

I Økonomisk Ugebrevs ratingmodel har kun en femtedel af selskaberne fået et point ved at levere en udvidet beskrivelse, mens andre 40 selskaber leverer en summarisk forklaring på resultatet af evalueringen. Med andre ord lever 40 selskaber ikke op til anbefalingerne.

Bestyrelsen for Bang & Olufsen præsenterer en oplysningskvalitet i topklasse omkring resultatet af bestyrelsens selvevaluering. Blandt andet oplyses det, hvor bestyrelsen ser mulighed for forbedringer: ”The evaluation also identified certain areas for improvement within the following areas: • Increase focus on structured succession planning. This has also been an observation in previous years. However, as the organisation has been significantly changed and many managers in leadership positions have been replaced during the year, the succession planning process has not been materially improved yet. • Local market visits. • Allocation of more time for interaction with managers from different levels in the organisation. Steps are being taken to achieve improvements within these areas and a new set of annual wheels have been prepared to cater for these areas of improvement. The Chair has held individual meetings with each of the other members of the Board of Directors to review their performance.”

Novo Nordisks beskrivelse af resultatet er også over middel, men lidt mindre konkret: “The overall outcome of the 2021 Board evaluation was high Board effectiveness, alignment on strategic priorities and focus areas, high level of trust and commitment, strong collaboration Corporate Governance Report 2021 Novo Nordisk / 23 No. Recommendation Novo Nordisk´s approach between the Board of Directors and Executive Management and further increased Board meeting efficiency. Key 2022 focus areas for the Board of Directors are longer term strategy as well as talent and leadership development, succession, and diversity.”

Novozymes’ bestyrelse skriver, at “the evaluation was based on the input of eleven board members and eight executives and relied on in-depth personal interviews, online questionnaires, analysis of how time was spent during board meetings, board composition mapping and board composition benchmarking. As part of the evaluation, the board members and the executives were provided with feedback on their individual performance regarding how they add value to the Board of Directors. The result of the general board evaluation was discussed in a board meeting in October.”

Videre oplyses det blandt andet: ”The conclusion was that the Board of Directors was well composed compared to other relevant boards and had become more diverse and a better fit in relation to the company strategy. While the Board of Directors was perceived to be very well functioning, the evaluation identified a few focus areas to improve their performance during 2022, including strategy discussions and implementation, the balance between full board meetings and committee work and the balance between virtual and physical meetings.”

A.P. Møller-Mærsk oplyser, at bestyrelsen har haft fokus på den fremtidige sammensætning af bestyrelsen, som er tilpasset den nyere strategi. Blandt andet oplyses det, at ”Based on the strategy to move from a conglomerate to a focused transportation and logistics company, the Board initiated a process to define the Board composition of the future. As part of the Board Evaluation 2018, key competencies and areas of experience and expertise required on the Board were identified to be: Shipping, transport and logistics, IT/digital/tech and e-commerce, business transformation, innovation and entrepreneurship, asset heavy industries, finance and accounting, risk management, global leadership, and board service in stock listed companies.”

En del andre selskaber leverer en mere informationstynd beskrivelse af bestyrelsesevalueringen: ALK-Abelló skriver, at resultatet af evalueringen var, at der ikke er behov for at supplere bestyrelsen med nye eller andre kompetencer: “No other changes to the Board of Directors will be proposed at the next AGM, as the Board’s annual self-evaluation process validated the skills and competencies of the current Board. As such, the Board is considered to have the right competencies to support ALK’s long-term value creation and strategic progress.”

Carlsberg skriver om evalueringen: “During the evaluation process in 2021, the Supervisory Board members generally expressed that meeting material is of a high quality, that agendas cover relevant topics, that meetings are well planned, and that the time and discussions are well prioritised. The members also appreciated the discussions with the Executive Board and other management members, and the mutual trust and cooperation.”

DSV skriver: “The evaluation process starts with the Board of Directors defining the scope of the self-evaluation, taking into account recommendations presented by the external advisor. The evaluation itself is prepared using a mix of questionnaires and interviews. All findings are analysed and collated in a feedback report, which is subsequently presented to the Board of Directors. One of the key topics arising from the self-evaluation process this year centred around the Board’s mix of competencies in relation to operating in a fast-changing world and being able to address current developments within ESG and digitalisation, in particular. The report on the self-evaluation process concluded that no significant remarks or actions were necessary. The report also validated that the current composition of the Board was appropriate.”

Demants bestyrelse skriver: “The evaluation was performed by means of a questionnaire in 2021, as the evaluation the year before was performed with external assistance based on individual meetings. Overall, the evaluation confirmed that the Board is satisfied with its governance structures and confirmed that the interaction between the Board members is wellfunctioning. The Board of Directors is keen on keeping focus on and allocating time to the long-term strategic development of the company to continuously ensure that the potential of the company is exploited to the fullest. The collaboration between the Board of Directors and the Executive Board works well, and there is an open and trustful working atmosphere.”

Pandora skriver: “In 2021, an internal Board effectiveness self-evaluation was conducted, including a 360 degree peer review using an online survey across seven areas: value creation and strategy, Board agenda and meetings (including committees), talent and culture, Board composition, Directors’ contribution, Chairs’ effectiveness, and reporting/risk management. The conclusions were shared with the Chair, the Board members and Executive Management, followed by a thorough discussion. The assessment identified that the Board continues to consist of individuals who possess relevant skills and experience and are engaged and well-prepared. The Board structure and committee work are effective and well-functioning, including interactions with Executive Management.”

Lundbeck skriver om årets bestyrelsesevaluering: “It was conducted as an in-house online survey and the result showed an increase to an already high level of satisfaction with the collaboration and interaction between the Board of Directors and Executive Management. The collaboration was described as transparent, constructive, effective and involving. The survey also included an update of the competencies on the Board. We saw an increase of competencies and knowledge relevant for the future strategic path of the company, e.g. scientific knowledge and experience, which is now at a satisfactory level.”

Royal Unibrew skriver, at bestyrelsen især har fokus på sammensætningen og kompetencer (og tilsyneladende i mindre grad arbejdsprocesser): “The evaluation focuses on ensuring that the Board of Directors (as a body) has expertise and experience within Fast Moving Consumer Goods (FMCG), production, sales and marketing of brands globally and in business-to-business markets, strategic and general management and within economic, financial and capital market issues, including those relating to listed companies. The evaluation is facilitated by the Chairman of the Board of Directors. For this purpose, the Chairman receives written replies to a questionnaire distributed to all members of the Board. The findings of the evaluation were presented and discussed at a Board meeting and based on the 2021 evaluation it was concluded that the Board of Directors possesses the necessary competencies taken Royal Unibrew’s business model and strategy into consideration.”