Board of Directors of ISS A/S

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 recommendation 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 and judgements 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, 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.

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 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 Programme for 2022 (STIP) and the Long Term Incentive Programme 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.

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 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. 

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.