Gabriel_Annual_Report_2024-25 - Flipbook - Page 16
CONTENTS // MANAGEMENT COMMENTARY // CORPORATE GOVERNANCE
The age ranges are 53 to 62 for the members elected
by the general meeting and 37 to 53 for the members
elected by the employees.
The Board held eight meetings in 2024/25. The attendance rate for the year was 100%.
The duties and responsibility of the Board of Directors
The Board of Directors takes part in determining the
company’s strategy, including sustainability strategy and
objectives. This takes place at quarterly board meetings
where impacts, risks and opportunities are considered
and assessed in connection with decisions on major
transactions and the risk management process.
Rules of procedure apply to Gabriel’s Board of Directors.
The Board reviews the rules once a year with a view to
updating. The rules of procedure include guidelines for
the relationship between the Board of Directors and the
Executive Board, and the duties and responsibilities of the
chair and vice-chair of the Board. The Board of Directors
has appointed the following committees:
members’ skills within sustainability and ensure access
to subject experts if considered relevant.
held two meetings in 2024/25. The attendance rate for
the year was 100%.
The committee’s composition was most recently changed
in 2025, and the majority of the members are independent. In 2024/25, the audit committee focused on the
company’s monthly and quarterly reporting, planning
and monitoring of the statutory audit of the annual
report, sustainability reporting, and monitoring of the
effectiveness of the company’s internal control systems.
Acquisition & strategy committee
The acquisition & strategy committee currently consists of the chair, vice-chair and one ordinary member
of the Board of Directors. The members are elected by
the board members. The majority of the members are
independent.
The audit committee held 13 meetings in 2024/25.
The attendance rate for the year was 100%.
Governance, Remuneration & Nomination Committee
The governance, remuneration & nomination committee consists of three board members. The members are
elected by and from among the board members. The
majority of the members are independent.
The audit committee’s overall tasks are:
• to monitor the financial reporting process;
• to monitor the effective functioning of the company’s
internal control and risk management systems;
• to monitor the statutory audit of the annual accounts
including sustainability statement; and
• to monitor and check the auditor’s independence.
The role of the governance, remuneration & nomination
committee is to make recommendations to the Board
and otherwise assist with the Board’s oversight responsibilities in relation to:
• review of and responses to the recommendations on
corporate governance;
• review of insider policies and procedures and ensuring
compliance with capital market rules;
• recruitment and remuneration strategies and policies in relation to the Executive Board and Board of
Directors; and
• performance assessment and appointments, reappointments and succession planning in relation to
the Board of Directors, the committees and the Executive Board.
The Committee’s specific tasks are described in a charter
approved by the Board of Directors and available on the
company’s website.
The committee’s specific tasks are described in a charter
approved by the Board of Directors and available on the
company’s website.
The members of the audit committee regularly review
the sustainability reporting requirements, evaluate the
The Committee holds at least two meetings a year. The
governance, remuneration & nomination committee
Audit Committee
The audit committee consists of two board members
and holds at least four meetings a year. The members
are elected by and from among the board members.
The role of the acquisition & strategy committee is to
make recommendations to the Board of Directors and
otherwise assist with the Board’s oversight responsibilities in relation to:
• strategic business development of the Group;
• review and recommendation of merger and acquisition
transactions proposed by the company’s management;
• review and recommendation of strategic investment
transactions proposed by the company’s management; and
• assessment of potential acquisitions, divestures and
mergers.
The acquisition & strategy committee’s task is to evaluate opportunities that could support the Group’s growth
strategy. The committee’s specific tasks are described in
a charter approved by the Board of Directors and available on the company’s website.
The committee held four meetings in 2024/25.
The attendance rate for the year was 100%.
Digitalisation and Cybersecurity Committee
The committee was established by the Board of Directors in 2021 and consists of four board members. The
members are elected by and from among the board
members. The majority of the members are not independent.
The role of the digitalisation & cybersecurity committee is to assist with the Board’s efforts and oversight
responsibilities in the area of digitalisation, IT and cybersecurity, including:
• continuously assess and discuss possible digitalisation initiatives;
• annually prepare and recommend the Group's ambitions and guidelines for digitalisation for approval
by the Board;
• annually prepare and recommend the Group’s cyber
strategy for approval by the Board;
• prepare and present an updated risk assessment to
the Board at least twice a year; and
• continuously monitor plans, processes and preparedness and prepare and present status reporting to the
Board prior to each board meeting.
The committee’s specific tasks are described in a charter
approved by the Board of Directors and available on the
company’s website.
The committee held four meetings in 2024/25.
The attendance rate for the year was 100%.
Executive Board
The Executive Board is responsible for the company’s
overall day-to-day management. Rules of procedure
apply to Gabriel’s Executive Board. The rules set out
the Executive Board’s responsibilities, including for integrating environmental, social and governance considerations in the company’s business strategy and risk
management. The Executive Board holds at least one
meeting a month, but often more. The Board of Directors appoints the members of the Executive Board and
fixes their remuneration based on the recommendations from the governance, remuneration & nomination
committee. The Board of Directors assesses the Executive Board members’ performance.
On 30 September 2025, the Executive Board consisted
of two members including the company’s Chief Executive Officer:
• Anders Hedegaard Petersen, CEO
• Claus Møller, CCO
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