Gabriel_Annual_Report_2024-25 - Flipbook - Page 15
CONTENTS // MANAGEMENT COMMENTARY // CORPORATE GOVERNANCE
Corporate governance*
MANAGEMENT AND BOARD COMMITTEES
Gabriel has a two-tier management structure consisting of a Board of Directors and an Executive Board. The
two management bodies are separated and no-one is
a member of both management bodies.
The Board of Directors is the company’s supervisory and
management body with the highest decision-making authority. It takes part in determining the company’s strategy, including sustainability strategy and sustainability
objectives, supervises the company’s performance and
ensures that its management and organisation are satisfactory. The Executive Board is the management body in
charge of day-to-day management and administration.
Board of Directors
The Board of Directors has six members, four of whom
are elected by the shareholders at the general meeting
and two by the employees in Denmark.
The Board of Directors’ collective profile can be characterised as broad and international business experience with professional skills including strategy, production, innovation, sales, finances, IT, sustainability, design
and marketing judged to cover the Group’s needs. The
Board of Directors continuously assesses the need for any
changes in the qualifications, experience and skills of the
Board as a whole. Board members actively keep themselves informed about Gabriel and the industry in general.
Board of Directors
Audit Committee
Governance, Remuneration & Nomination Committee
Digitalisation & Cybersecurity Committee
Executive Board
Gabriel Group
* In accordance with ESRS 2 GOV-1, GOV-2, GOV-3, GOV-5.
• Søren Mygind Eskildsen (new chair of the Board of
Directors, member of the Board since 2022, chair of the
Acquisition & Strategy Committee, member of the Audit
Committee, the Digitalisation & Cybersecurity Committee and the Governance, Remuneration & Nomination
Committee – considered an independent director).
• Randi Toftlund Pedersen (new vice-chair of the Board
of Directors, member of the Board since 2022 and
chair of the Audit Committee, member of the Acquisition and Strategy Committee – considered an independent director).
• Hans Olesen Damgaard (member of the Board
of Directors since 2015, chair of the Governance,
Remuneration & Nomination Committee, member of
the Digitalisation & Cybersecurity Committee and the
Acquisition and Strategy Committee – considered an
independent director).
Shareholders
Acquisition & Strategy Committee
In January 2025, the shareholders re-elected the following
members to the Board of Directors, which then elected
its officers:
• Søren B. Lauritsen (member of the Board of Directors
since 2010, chair of the Digitalisation & Cybersecurity
Committee – not considered independent as he has
served on the Board of Directors for more than 12 years).
Shareholder-elected members of the Board of Directors
are elected at the annual general meeting. At its first
meeting, held immediately after the annual general
meeting in January 2025, the Board elected Søren
Mygind Eskildsen as new chair of the Board, Randi
Toftlund Pedersen as vice-chair and appointed the
board committees.
Board composition and diversity
Reference
2024/25
GOV-1 - 21 (a) Executive Board
members on the Board
0
GOV-1 - 21 (a) Number of board members
4
GOV-1 - 21 (e)
Independent board members
75%
GOV-1 - 21 (d) Percentage – women 33.33%
25%
GOV-1 - 21 (d) Percentage – men 66.67%
75%
Gabriel meets the requirements for gender balance.
In addition to the members elected by the general
meeting, two employee representatives are also
members of the Board of Directors. Election of employee representatives to the Board of Directors is a
right of Danish employees under Denmark’s company
law. The board members elected by the employees must
constitute half the number of board members elected
by the general meeting. The board members elected by
the employees act on the same terms as the other board
members but, under company law, are elected for four
years at a time. Rolling terms of office ensure continuity.
• Quinten Xerxes van Dalm (member of the Board of
Directors since 2010 and member of the Digitalisation
& Cybersecurity Committee – employee representative) – up for election in December 2028.
• Rikke Lyhne Jensen (member of the Board of Directors
since 2018 and member of the Governance, Remuneration & Nomination Committee – employee representative) – up for election in December 2026.
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