LEADERSHIP

Board of Directors of ISS A/S

All board members are independent, except for the employee representatives.

CHAIR

Niels Smedegaard

DEPUTY CHAIR

Henrik Poulsen

MEMBER OF THE BOARD

Valerie Beaulieu

MEMBER OF THE BOARD

Kelly Kuhn

MEMBER OF THE BOARD

Søren Thorup Sørensen

MEMBER OF THE BOARD

Ben Stevens

MEMBER OF THE BOARD

Cynthia Mary Trudell

MEMBER OF THE BOARD

Nada Elboayadi (E)

MEMBER OF THE BOARD

Joseph Nazareth (E)

MEMBER OF THE BOARD

Elsie Yiu (E)

BOARD COMMITTEES

Audit and Risk Committee

The Audit and Risk Committee evaluates the external financial reporting, significant accounting policies as well as significant accounting estimates and judgements, and reviews and monitors the Group’s risk management, internal controls and business integrity matters. It also monitors the Group internal audit function and evaluates the Financial Policy, the Dividend Policy and the Group Tax Policy. In addition, the Audit and Risk Committee monitors and considers the relationship with the independent auditors, reviews the audit process and the auditors’ long-form audit report and makes recommendation on appointment of auditors to the Board.

The Audit and Risk Committee held seven meetings in 2020.

In 2020, the Audit and Risk Committee continued to focus on evaluating the application of the Group’s accounting policies, the use of significant accounting estimates and judgements as well as material risks associated with the financial reporting, including the system of internal controls. The Charter for the Audit and Risk Committee was reviewed and updated, including in respect of Group Internal Audit’s charter and resources.

Seven meetings are scheduled for 2021.

The members of the Audit and Risk Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

CHAIR

Ben Stevens

MEMBER OF THE BOARD

Valerie Beaulieu

MEMBER OF THE BOARD

Søren Thorup Sørensen

BOARD COMMITTEES

Remuneration Committee

The Board of Directors (Board) has established a remuneration committee (Remuneration Committee or the Committee). The Committee provides oversight in preparing the Remuneration Policy. It evaluates and make recommendations for the remuneration of the Board and the Executive Group Management Board (EGMB) members. It also approves the remuneration of the Executive Group Management (EGM).

The Committee reviews the Remuneration Policy at least once a year and ensures that the remuneration complies with the Remuneration Policy.

The Remuneration Committee held eleven meetings in 2020.

2020 was an unprecented and challenging year for ISS navigating a global pandemic, a malware attack, significant leadership changes and a refreshed strategy. Below is a summary of how these challenges significantly impacted executive remuneration.

Executive remuneration for 2020

• Remuneration to the Board of Directors was DKK 8.0 million (2019: DKK 8.8 million)

• Remuneration awarded to the EGMB in 2020 was DKK 26.9 million (2019: DKK 24.7 million)

• The short-term incentive programme (STIP) paid 72% of target to the new Group CEO, 59% to the Group CFO and 59% to the CEO Europe based on the 2020 results that were heavily impacted by Covid-19

• The long-term incentive programme (LTIP) granted in 2018 will not vest in March 2021 as performance criteria were not met

Covid-19 and malware attack

• The Board of Directors voluntarily cut their fees by 20% for the second quarter. Similarly, the EGMB and the EGM voluntarily cut their salary by 20% for the second quarter

• Short-Term Incentive Programme (STIP) was revised, and the weighting of financial objectives were reduced from 75% to 50% and non-financial objectives were introduced (weight 25%) to focus on immediate actions to mitigate the challenges

• For the Long-Term Incentive Programme (LTIP) for 2020 target-setting on earnings-per- share (EPS) was split in two parts: a one-year target for 2020 and a two-year target for 2021-2022. No changes were made to existing programmes granted in 2018 and 2019

Leadership changes

• According to the service agreement, former Group CEO Jeff Gravenhorst is entitled to 24 months of salary

• The appointment of Jacob Aarup-Andersen as new Group CEO took effect on 1 September 2020. The Group CEO is partially compensated for share incentives forfeited in connection with leaving his former employment

• Pierre-François Riolacci was granted a retention award in May 2020

• In December 2020, Kasper Fangel was appointed Group CFO and Pierre-François Riolacci was appointed CEO Europe

The activities of the Remuneration Committee for 2020 are further described in the Remuneration Report.

The members of the Remuneration Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

CHAIR

Cynthia Mary Trudell

MEMBER OF THE BOARD

Niels Smedegaard

MEMBER OF THE BOARD

Kelly Kuhn

BOARD COMMITTEES

Nomination Committee

The Nomination Committee assists the Board of Directors with ensuring that appropriate plans and processes are in place for nomination of candidates to the Board of Directors and the Executive Group Management Board and evaluating the composition of these boards. Furthermore, the Nomination Committee makes recommendations for nomination or appointment of members of the Board of Directors, the Executive Group Management Board and the committees established by the Board of Directors.

The Nomination Committee held 14 meetings in 2020.

In 2020, the key activities of the Nomination Committee were supporting the search processes and recommendations for nomination of new Board members and appointment of new Group CEO, review of succession planning and organisational changes, supporting the annual Board evaluation and reviewing the Board composition.

The members of the Nomination Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

CHAIR

Niels Smedegaard

MEMBER OF THE BOARD

Cynthia Mary Trudell

MEMBER OF THE BOARD

Kelly Kuhn

BOARD COMMITTEES

Transaction Committee

The Transaction Committee makes recommendations to the Board of Directors in respect of certain large acquisitions, divestments and customer contracts, reviews the transaction pipeline, considers ISS’ procedures for large transactions, and evaluates selected effected transactions.

The Transaction Committee held three meetings in 2020.

In 2020, the Transaction Committee reviewed certain large customer contract bids, commercial bid review process and standard, commercial pipeline, divestments and made relevant recommendations in this respect to the Board of Directors.

The members of the Transaction Committee are considered independent based on the definition outlined in the Danish Corporate Governance Recommendations.

CHAIR

Ben Stevens

MEMBER OF THE BOARD

Niels Smedegaard

DEPUTY CHAIR

Henrik Poulsen

MEMBER OF THE BOARD

Valerie Beaulieu

Board evaluations

The Board of Directors of ISS A/S conducts annual Board evaluations. A description of the annual Board evaluation procedure and the general conclusions are included in the Statutory Corporate Governance Reports of ISS A/S from 2017. The Statutory Corporate Governance Reports of ISS A/S can be found in the link below.

View reports

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