About the Board
-
The Foundation’s Trust Deed states that the Board is a self-electing entity. Elections take place annually. Board members appointed by the Foundation are elected for a three-year term, and may be re-elected. The three-year term is stipulated in the Trust Deed, with a view to maintaining satisfactory continuity in the Board's activities.
Board members must be no more than 65 years of age when elected for the first time. The age limit for Board members elected by the Foundation is 75 years.
The members appointed by employees are elected under Danish legislative provisions for employee representation on boards of directors, and accordingly are elected for a term of four years.
Under the Trust Deed, the following requirements apply to Board members appointed by the Foundation:
- A majority cannot at the same time be board members of Hempel A/S
- A majority should preferably be current or former Hempel employees or persons who have somehow been involved with the Hempel Group over many years
- At least two of the members must have international financial and business experience
The Board of Trustees has additionally set targets for gender representation for members elected by the Foundation. In April 2018, a new female Board member joined the Board of Trustees and a declared target was achieved in that minimum two of the Board members appointed by the Foundation are female members.
The Chairman and Deputy Chairman are elected from among the Board members for a three-year term. The Chairman and the Deputy Chairman of the Board monitor and assess the composition of the Board and its performance on an ongoing basis, in consultation with individual Board members and the Board as a whole. This evaluation aims to ensure that the required commercial and investment and personal skills, as well as competences regarding charitable donations, are available among the Board members appointed by the Foundation.
All new Board members appointed by the Foundation are selected through a structured process based on the above mentioned evaluation and specific need for additional competencies on the Board. A professional executive search firm is used for external searches. To meet the specific requirement, stipulated in the Trust Deed, that certain Board members preferably should have been involved with the Hempel Group, the Chairman and Deputy Chairman use a regularly updated list of potential candidates to be presented to the members appointed by the Foundation for evaluation and selection.
-
The Foundation has also elected and established a Donations Committee. The Committee examines and evaluates the great number of applications the Foundation receives every year, many of which are for large and complex projects. The final decisions on donations are taken by Board members appointed by the Foundation (ref. Erhvervsfondslovens § 64). The final decision on the total amount of yearly contribution to donations is taken by all Board members.
The Donations Committee generally holds four meetings each year.The Donations Committee is:
Richard Sand (chairman)
Leif Jensen
Birgitte Hagemann Snabe -
The Foundation has elected and established an Investment Committee among Board members for the preparation i.e. of the Board's higher-level decisions regarding the Foundation's financial investments, and evaluate portfolio managers.
The Investment Committee usually holds 5-6 meetings a year with each of the Foundation's four different portfolio managers as well as meetings on strategic investment issues.
The Investment Committee is:
Leif Jensen (chairman)
Richard Sand
Kim Dam-Johansen
Lars Aaen -
The Board of Trustees generally holds 5 to 6 all-day meetings a year. Two of these meetings take place as soon as possible after the completion of half-yearly and annual financial statements for the Foundation. The Board of Trustees has a continuing involvement in Group operations on an overall strategic level, with a view to maintaining the required degree of consultation and consensus between the two entities.
-
Members of the Board of Trustees are paid a fixed annual remuneration that must not be above what is deemed to be usual in relation to the workload, nature of the job and competences involved. As is customary, a higher level of remuneration is received by the Chairman (+200%) and Deputy Chairman (+50%). Except for the Chairman, members of the Investment Committee and the Donations Committee receive a fixed annual remuneration for committee work.
Remuneration is decided by the Board of Trustees on an annual basis in a structured process taking into account the amount of working hours spent by the Trustees, the overall responsibilities for the Trustees and activities carried out by the Trustees, the purpose of the Foundation as well as the total activities of the Foundation, the leading role of the Trustees and the major responsibility of the Trustees in relation to the overall leadership of the Hempel Group and their participation in all major and strategic decisions in the Hempel Group as well as income derived by the Trustees from other positions in the Group.
To further support the correct handling of the decisions on these remuneration issues, the Trustees additionally and from a critical standpoint make sure that the suggested remuneration is reasonable in relation to the overall interest of the Foundation as well as comparable to the level of remuneration in other commercial foundations of some similarity. This work includes benchmarking with a peer-group carried out by an independent external consultancy company.
It is the firm commitment and aim of the Trustees at all times that the Foundation and the Group will not accept costs and remunerations to management, Board members, Trustees and other kinds of administrative cost that are not directly supporting and strengthening the purpose of the Foundation as well as the charitable donations and the Trustees will at all times seek to limit the mentioned costs and remunerations etc. as much as possible in a responsible way.
To ensure disclosure on the matter remunerations are published in the Foundations annual report.