Columbus A/S : Statutory report on Corporate Governance 2021 cf section 107b of the Danish Financial Statements Act – Marketscreener.com

Corporate Governance

Statement 2021

Columbus A/S | CVR no. 13 22 83 45

Corporate Governance in Columbus

This statutory report constitutes part of the management's report to the Annual Report 2021 for Columbus A/S, cf. section 107b of the Danish Financial Statements Act. This statutory report covers the fiscal year 1 January 2021 to 31 December 2021.

Columbus is committed to follow the Danish Recommendations on Corporate Governance of 2 December 2020, issued by the Danish Committee on Corporate Gov- ernance. Accordingly, the Board of Directors continuously considers the recommendations in order to determine which are relevant for Columbus, considering the size, ownership structure, nature of the Company and the Company's business model.

Columbus A/S:

Deviations are described under "Recom- mendations on Corporate Governance" on page 5, according to the "comply or ex- plain" principle.

This report is not covered by the auditor's remarks about the management's report.

Shareholders

The shareholders have the final authority over the Company and exercise their right to make decisions at general meetings. At the Annual General Meeting, shareholders approve the Annual Report, any amendments to the Company's Articles of Association and elect Board members and state- authorized public accountant company.

The Board of Directors emphasize that the shareholders are given detailed information and an adequate basis for the decisions to be made by the General Meeting. The date for the General Meeting is announced in the Company's financial calen- dar. Notice of the General Meeting occurs electronically with at least three weeks' and at the most, five weeks' notice. All shareholders have the right to participate and vote at the General Meeting, cf. the Articles of Association. Shareholders have the opportunity to vote by proxy. Votes by proxy allow shareholders to consider each individual item on the agenda. The Board of Directors encourages shareholders to ask questions at the General Meeting, and shareholders may submit proposals that are requested to be handled at the General Meeting before a given deadline.

Resolutions to amend the Articles of Association require that at least half of the share capital is represented at the General Meeting, and the resolutions must be approved by at least 2/3 of the votes cast and 2/3 of the registered voting share cap- ital. Proposals presented or recommended by the Board of Directors may, however, always be passed with at least 2/3 of both the votes cast and the voting share capital represented, regardless of the amount of the share capital represented. If less than 50% of the share capital is represented at the General Meeting but the resolution has been passed with 2/3 of both the votes cast and the registered voting share capital represented, a new General Meeting must be called within three weeks, where the resolution may be passed with 2/3 of both the votes cast and the registered voting share capital represented, irrespective of whether 50% of the share capital is rep- resented.

Management

Columbus has a unified management structure consisting of a Board of Directors and an Executive Board. The two bodies are separate, and no one serves as members of both.

Board of Directors

The Board of Directors is responsible for the overall management of the Company on behalf of the shareholders and supervises the Company and the work of the Executive Board, including ensuring adequate management of the Company in compliance with legislation and Articles of Association. Together with the Executive Board, the Board of Directors determines goals and strategies, and approves budgets and action plans.

The Board of Directors makes decisions about acquisitions, large investments and divestments, size and composition of capital base, long-term debt, controlling, auditing and considerable operational circum- stances.

The Board of Directors in Columbus A/S consists of four members: Ib Kune, Sven Madsen, Peter Skov Hansen and Karina Kirk. The board members are elected for one year at a time with the option for re- election. The number of board members is considered adequate by the Board of Di- rectors, and likewise the composition of the Board is considered appropriate in terms of professional experience and relevant special competences to perform the tasks of the Board of Directors. Two out of the four members elected by the General Meeting are independent members, and

none of the Board members participates in the day-to-day operation of the Company.

For more details about the members of the Board of Directors and the members of the Audit Committee, please see "Board of Directors and Executive Board" on page 36 in the Annual Report 2021.

The Board of Directors holds at least nine meetings a year according to a meeting schedule planned one year in advance at the Board meeting in December. Extraordinary Board meetings are held according to need. In 2021, 15 Board meetings were held. The Executive Board participates in Board meetings in order to ensure a direct dialogue and that the Board of Directors is well informed about the operation of the Company.

In 2021, the Board of Directors focused on the following areas:

The general guidelines for the Board of Di- rector's work are specified in the Rules of Procedure, which are reviewed at least once annually and are adapted to Colum- bus' needs.

Executive Board

The Board of Directors appoints the Executive Board and determines the terms of

employment. The Executive Board is responsible for the day-to-day operation and management of Columbus, including strat- egy, budgets and targets for the Company.

The Executive Board consists of two mem- bers: CEO & President Sren Krogh Knudsen and Corporate CFO Hans Henrik Thrane.

The Board of Directors has adopted Rules of Procedure for the Executive Board, which describe the overall tasks and responsibilities of the Executive Board, reporting to the Board of Directors and authorities of the Executive Board.

Information from the Executive Board occurs systematically as well as at meetings and in written and verbal ongoing report- ing. The reporting contains information about the financial development as well as profitability.

Audit Committee

The purpose of the Audit Committee is to supervise accounting, audit, risk and controlling issues. The Audit Committee consists of Peter Skov Hansen (Chairman) and Sven Madsen. One of the two members of the Audit Committee (Peter Skov Hansen) is considered an independent member.

The tasks of the Audit Committee have been determined in a Terms of Reference, which has been approved by the Board of Directors. The Terms of Reference are available on the Company's website. The

Committee determines the meeting fre- quency. In 2021, five meetings were held. In 2021, the Audit Committee focused on the following areas:

Evaluation of performance

The Chairman of the Board is responsible for conducting an annual evaluation of the competencies of the Board of Directors, the cooperation between the Board of Directors and the Executive Board and the performance and results of the Board of Directors and the Executive Board, including the areas operation, finance, strategy, organization and management.

The individual Board members and Executive Board members anonymously complete an online survey. The results of the evaluation are presented and discussed at the subsequent Board meeting.

Based on the evaluation, which was conducted in 2021, it was concluded that the work of the Board of Directors and Executive Board is efficient, and that the composition and qualifications of the Board of Directors is appropriate in terms of professional experience and relevant special competences to perform the tasks of the Board of Directors in the best possible manners.

Dialogue with shareholders and other stakeholders

Columbus endeavors to continuously enhance the open and active dialogue with

shareholders and other stakeholders. The communication between Columbus and shareholders primarily takes place via company announcements, at the Com- pany's Annual General Meeting and via conference calls after publication of financial statements. These calls can be followed directly via the Company's website, and webcasts are available at the website after the conference calls for one year. During these conference calls participants have the opportunity to ask questions to the Executive Board.

The Company's website is constantly updated with published information. Colum- bus' shareholders may subscribe to Co- lumbus' e-mail service and receive company announcements, interim management statements, interim reports and annual reports as well as other news via e- mail.

Internal controls and risk management related to financial reporting

The intention with Columbus A/S' internal control system is to eliminate or mitigate significant risks identified in the financial reporting, and that material errors and inconsistencies in the financial reporting process are identified and corrected.

Overall control environment

The Board of Directors has the overall responsibility for Columbus A/S' internal controls and has approved Group policies related to internal controls, standards and procedures for financial reporting.

The Board of Directors has appointed an Audit Committee to assist the Board of Directors with supervising the financial reporting process and monitoring the effectiveness of the internal controls and risk management system.

The responsibility for maintaining efficient internal controls and a risk management system in connection with the financial reporting lies with the Executive Board which in cooperation with the Board of Directors evaluate the control system of the Group annually. Responsibilities, authorities and procedures relating to essential areas are defined in a Group policy which is approved by the Board of Directors.

Risk assessment

The Board of Directors and the Executive Board annually assess the risks that Co- lumbus A/S is exposed to, including risks related to the financial reporting process.

On an ongoing basis, the Audit Committee monitors the effectiveness of the internal controls for financial reporting and reviews and discusses material and relevant changes to accounting principles, including implementation of these.

Control activities and monitoring

All Business Units in the Columbus Group report financial and operational data to the head office on a monthly basis. The reporting includes comments to the financial and business development. Based on this reporting the Group's financial statements are consolidated and reported to the Group management. As part of this

process, monthly business reviews and controlling meetings are held, and control visits to all operational companies in the Group are performed on an ongoing basis in order to ensure that material errors in the financial reporting are discouraged, discovered and corrected.

The need for an internal audit is considered annually by the Audit Committee. However, due to the size of the Company and the established control activities the Audit Committee so far considers it unnecessary to establish an independent internal audit function.

Information and communication Columbus A/S has implemented a formalized reporting process for monthly, quarterly and annual reporting as well as for budgeting and forecasting.

Columbus A/S's reporting manual and other reporting instructions are updated on an ongoing basis. All updates are communicated to the global finance organization. All employees have access to reporting manuals and instructions.

Whistleblower function

As part of the risk management, Columbus A/S has established a whistle blower function for expedient and confidential notification of possible or suspected wrongdoing.

So far, no cases have been reported through the whistleblower scheme.

The report concerns the financial year 1 January - 31 December 2021.

Recommendations for Corporate

Governance

Explanation

Recommendation

The company com-

The company does

Why

How

plies

not comply

1. Interaction with the company's shareholders, investors and other stakeholders

1.1. Communication with the company's shareholders, investors and other stakeholders

1.1.1. The Committee recommends that the

X

management through ongoing dialogue and inter-

action ensures that shareholders, investors and

other stakeholders gain the relevant insight into

the company's affairs, and that the board of direc-

tors obtains the possibility of hearing and including

their views in its work.

1.1.2. The Committee recommends that the

X

company adopts policies on the company's rela-

tionships with its shareholders, investors and if rel-

evant other stakeholders in order to ensure that

the various interests are included in the company's

considerations and that such policies are made

available on the company's website.

1.1.3. The Committee recommends that the

X

company publish quarterly reports

1.2. The general meeting

1.2.1. The Committee recommends that the

X

board of directors organises the company's gen-

eral meeting in a manner that allows shareholders,

who are unable to attend the meeting in person or

5

Visit link:

Columbus A/S : Statutory report on Corporate Governance 2021 cf section 107b of the Danish Financial Statements Act - Marketscreener.com