LEADERSHIP

Board of Directors of ISS A/S

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

2023_BoD_Niels_Smedegaard

CHAIR

Niels Smedegaard

First elected in 2021
Most recently elected in 2023
Independent
Born 1962
Danish citizen

2023_BoD_Lars_Petersson

DEPUTY CHAIR

Lars Petersson

First elected in April 2022
Most recently elected in 2023
Independent
Born 1969
Swedish citizen

2023_BoD_Kelly_Kuhn

MEMBER OF THE BOARD

Kelly Kuhn

First elected in 2021
Most recently elected in 2023
Independent
Born 1965
US citizen
2023_BoD_Søren_Thorup_Sørensen

MEMBER OF THE BOARD

Søren Thorup Sørensen

First elected in April 2020
Most recently elected in 2023
Independent
Born 1965
Danish citizen

2023_BoD_Ben_Stevens

MEMBER OF THE BOARD

Ben Stevens

First elected in April 2016
Most recently elected in 2023
Independent
Born 1959
British citizen
Reshma_Picture

member of the board

Reshma Ramachandran

First elected in April 2023
Independent
Born 1978
Indian citizen
 
2023_BoD_Signe_Adamsen

Member of the board

Signe Adamsen (E)

First elected in July 2022 as employee representative
Not independent
Born 1967
Danish citizen
2023_BoD_Nada_Elboayadi

MEMBER OF THE BOARD

Nada Elboayadi (E)

First elected in April 2019 as employee representative
Not independent
Born 1982
Danish citizen
2023_EGM_Rune Christensen

MEMBER OF THE BOARD

Rune Christensen (E)

Joined the Board in November 2023 as employee representative.
Not independent.
Born 1972.
Danish citizen.

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, Speak Up (whistleblower) system 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 recommendations on appointment of auditors to the Board.

The Audit and Risk Committee held 7 meetings in 2022.

In 2022, the Audit and Risk Committee continued to focus on evaluating the application of the Group’s accounting policies, the use of significant accounting estimates as well as material risks associated with the financial reporting, including the system of internal controls. The Committee also reviewed the Speak Up (whistleblower) system and business integrity matters. The Charter for the Audit and Risk Committee was reviewed and updated, including in respect of Group Internal Audit’s charter and resources.

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

2023_BoD_Ben_Stevens

CHAIR

Ben Stevens

First elected in April 2016
Most recently elected in 2023
Independent
Born 1959
British citizen
2023_BoD_Søren_Thorup_Sørensen

MEMBER OF THE BOARD

Søren Thorup Sørensen

First elected in April 2020
Most recently elected in 2023
Independent
Born 1965
Danish citizen

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 makes 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 Committee may engage independent external advisers to advise the Committee in matters relating to remuneration and other related matters comprised by the tasks of the Committee.

The Remuneration Committee held 7 meetings in 2022.

In 2022, the Remuneration Committee continued its focus on evaluating the remuneration of the Board and EGMB, including the Short Term Incentive Program for 2022 (STIP) and the Long Term Incentive Program for 2022 (LTIP). In addition, the Committee evaluated the Remuneration Policy and the Remuneration Report. 

The activities of the Remuneration Committee for 2022 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.

 
2023_BoD_Niels_Smedegaard

MEMBER OF THE BOARD

Niels Smedegaard

First elected in 2021
Most recently elected in 2023
Independent
Born 1962
Danish citizen

2023_BoD_Kelly_Kuhn

chair

Kelly Kuhn

First elected in 2021
Most recently elected in 2023
Independent
Born 1965
US citizen

Reshma_Picture

member of the board

Reshma Ramachandran

First elected in April 2023
Independent
Born 1978
Indian citizen
 

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 8 meetings in 2022.

In 2022, the key activities of the Nomination Committee were supporting the search processes and recommendations for nomination of new members, review of succession planning and organizational 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.
 

2023_BoD_Niels_Smedegaard

CHAIR

Niels Smedegaard

First elected in 2021
Most recently elected in 2023
Independent
Born 1962
Danish citizen

2023_BoD_Kelly_Kuhn

MEMBER OF THE BOARD

Kelly Kuhn

First elected in 2021
Most recently elected in 2023
Independent
Born 1965
US citizen
Reshma_Picture

member of the board

Reshma Ramachandran

First elected in April 2023
Independent
Born 1978
Indian citizen
 

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 Committee also review material new financing, refinancing or material variation of existing financing and proposals for equity or debt issuance.

The Transaction Committee held 3 meetings in 2022.

In 2022, the Transaction Committee reviewed certain large customer contract bids, commercial bid review process and standard, commercial pipeline, divestments and acquisitions 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.

2023_BoD_Ben_Stevens

CHAIR

Ben Stevens

First elected in April 2016
Most recently elected in 2023
Independent
Born 1959
British citizen
2023_BoD_Niels_Smedegaard

MEMBER OF THE BOARD

Niels Smedegaard

First elected in 2021
Most recently elected in 2023
Independent
Born 1962
Danish citizen

2023_BoD_Lars_Petersson

DEPUTY CHAIR

Lars Petersson

First elected in April 2022
Most recently elected in 2023
Independent
Born 1969
Swedish citizen

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 reportshttps://inv.issworld.com/governancereport