WindarPhotonics AnnualReport 2018 All - Flipbook - Page 32
5
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
Principal 5 : Maintain the
board as a well-functioning,
balanced team led by the chair
The board members have a collective responsibility and legal obligation to promote
the interests of the Group, and are collectively responsible for defining corporate
governance arrangements. Ultimate responsibility for the quality of, and approach to,
corporate governance lies with the chair of the board.
The board (and any committees) should be provided with high quality information in a
timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The board should have an appropriate balance between executive and non-executive
directors and should have at least two independent non- executive directors. Independence
is a board judgement.
The board should be supported by committees (e.g. audit, remuneration, nomination) that
have the necessary skills and knowledge to discharge their duties and responsibilities
effectively.
Directors must commit the time necessary to fulfil their roles.
The Directors on the Board of Windar Photonics have a varied set of skills and substantial
experience within their respective fields. Their complementary expertise is important in relation
to directing the Group and making informed decisions for encouraging the growth of the Group.
The Group is controlled by the Board of Directors. Johan Blach Petersen, the Non-executive
Chairman, is responsible for the running of the Board, and Jørgen Korsgaard, the Group’s
Chief Executive Officer, has the executive responsibility for running the Group’s business and
implementing the Group’s strategy.
The Board is comprised of one Executive Director and three Non-Executive Directors.
The Board considers that all Non-executive Directors bring an independent judgement to bear
notwithstanding the varying lengths of service:
• Johan Blach Petersen (Non-Executive Chairman)
• Jørgen Korsgaard Jensen (Chief Executive Officer and Founder)
• Simon Barrell (Senior Independent Non-Executive Director)
• Søren Høffer (Non-Executive Director)
Detailed profiles for the Directors on the Board are available in the Directors’ Report.
All Directors receive regular and timely information concerning the Group’s operational and
financial performance. Relevant information is circulated to the Directors in advance of meetings.
In addition, minutes of the meetings are circulated to the Company’s Board of Directors.
The Board has a formal schedule of matters reserved to it and is supported by the Audit,
Remuneration and Nomination Committee. The Schedule of Matters Reserved and Committee
Terms of Reference are available on the group’s website and can be accessed on the
“Corporate governance” page of the website.
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Windar Photonics - Annual Report and Accounts 2018