Governance in the Santa Fe Group is based on the Group’s rules of procedures and Articles of Association, best practices for global corporations, Danish law, Danish and International accounting standards, issuer rules for listed companies as well as Nasdaq Copenhagen’s “Recommendations for good corporate governance”. Management consistently seeks to ensure that the Group observes its corporate governance policies and procedures in order to optimise value creation.
The Santa Fe Group reports on its compliance with “Recommendations for good corporate governance” annually based on the “comply or explain” framework. The Group substantially agrees with the recommendations but there are recommendations that the Board of Directors has chosen not to follow.
The Annual General Meeting is the supreme authority where shareholders adopt resolutions by simple majority of votes, unless otherwise provided by legislation or by the Group’s Articles of Association.
Members of the Board of Directors are elected at the Annual General Meeting for terms of 12 months. All members of the Board are independent. The Board is responsible for strategy, budgets, goals, policies and overall management. The Board also appoints and supervises the Executive Board.
The Executive Board is responsible for day-to-day management, organization, management of assets and liabilities, accounting and reporting, as well as preparing and implementing strategies. There is no duality between the Board of Directors and the Executive Board.
The Board of Directors is remunerated with a fixed annual fee which is approved by the Annual General Meeting. The Executive Board’s conditions are set out by the Board of Directors. The Executive Board and selected Group managers furthermore participate in an incentive pay scheme governed by the General Guidelines Governing Incentive Pay, which is approved by the Annual General Meeting.