Gabriel_Annual_Report_2024-25 - Flipbook - Page 18
CONTENTS // MANAGEMENT COMMENTARY // CORPORATE GOVERNANCE
The remuneration policy, available on the company’s
website www.gabriel.dk/investor/corporate-governance/, was prepared in accordance with sections 139
and 139a of the Danish Companies Act. The remuneration report for 2024/25 will be presented and is expected to be approved at the annual general meeting on
11 December 2025: www.gabriel.dk/investor/reports/.
Remuneration report for the year
Gabriel’s remuneration report is prepared annually in
accordance with section 139b of the Danish Companies
Act. The remuneration report describes the remuneration of the Board of Directors and Executive Board and
is submitted for an advisory vote at the general meeting.
The remuneration report for 2023/24 was approved by
the annual general meeting held in January 2025.
All remuneration paid was in compliance with the remuneration policy.
Remuneration
in DKK 1,000
2024/ 2023/ 2022/ 2021/ 2020/
2025 2024 2023 2022 2021
Board of Directors
Number of members
end of year
6
7
7
7
7
Base fee
1,283
1,225
1,194
1,100
880
Additional fee
800
850
794
475
360
Total fee
2,083
2,075
1,988
1,575
1,240
2
2
2
2
2
Executive Board
Number of members
end of year
Fixed fee
6,089 5,899 5,662
5,276 5,404
Variable fee
2,266
1,243
2,284
1,927
2,152
Total fee
8,355
7,142
7,946
7,203
7,556
INTERNAL CONTROL AND RISK MANAGEMENT
SYSTEMS – FINANCIAL REPORTING AND
SUSTAINABILITY REPORTING
Gabriel’s Supreme management body has general
responsibility for the Group’s risk management and internal controls in relation to the financial reporting process
and sustainability reporting, including compliance with
relevant legislation and other regulations relating to
financial and sustainability reporting.
The group’s risk management and internal controls are
designed to avoid any material errors and omissions
during the financial reporting process and sustainability reporting.
At audit committee meetings and board meetings, the
Board of Directors/audit committee and the Executive
Board assess risks and internal controls relating to the
Group’s activities and any impact they may have on the
financial reporting process and sustainability reporting.
Control environment
Management regularly assesses the Group’s organisational structure and staffing and lays down and approves overall policies, procedures and controls in relation to the financial reporting process and sustainability
reporting. Emphasis is placed on clear lines of reporting
and segregation of duties etc.
Risk assessment
When the annual business plan is prepared, the main
business risks are identified, and against this background,
management makes an overall risk assessment, including an assessment of the main risks arising from the financial reporting process and sustainability reporting.
As part of the risk assessment, management annually
considers the risk of fraud and any other improper influence on the financial reporting process and sustainability reporting.
The group’s risk management policy aims to eliminate
and/or reduce the risks identified based on an assessment of materiality and cost-benefit analyses.
The Board of Directors assesses Gabriel’s IT security and
insurance coverage annually.
The main risks arising from the financial reporting process
are disclosed in the management commentary and
notes to the financial statements, to which we refer. The
main risks arising from the sustainability reporting are
disclosed in the sustainability statement.
Control activities
At the meetings of the Board of Directors, the Executive
Board reports on the status of any risk factors attributable to strategy, organisation or significant operations.
The Group has a detailed internal reporting system comparing monthly reporting with the budget. This includes
regularly evaluating performance and the meeting of
specific targets through key performance indicators
etc. The system provides a high level of transparency
of various activities in the company, including sustainability actions/objectives. It helps to give management
a comprehensive insight into and knowledge of matters
which could be important in relation to the full financial
reporting process and sustainability reporting.
Each quarter, the Board of Directors is provided with a
detailed account of the sustainability reporting and financial performance compared with the budget and
prior periods. The reporting also describes and assesses material statement of financial position items, cash
flows, forecast future activities and earnings and other
matters which could impact future operations.
Information
The Board of Directors lays down the general requirements for the result and the external financial and
sustainability reporting in accordance with relevant legislation and regulations. The Group always aims to offer
adequate, complete and accurate information reflecting
corporate performance.
The Board of Directors emphasises that there must be
open communication in the company within the framework for listed companies, and that each individual must
know their role in the company’s internal controls. The
Group has chosen to divide operations and internal reporting, both into geographically separate business areas
and into independent strategic business units. The business areas and business units are run as independent
profit centres with their own missions, visions, goals, strategies, action plans and budgets. This subdivision ensures
a high degree of delegation of expertise, follow-up and
delegation of responsibilities in the organisation, and
enables information on relevant matters to be communicated effectively and reliably throughout the system.
Monitoring
Gabriel monitors its internal control and risk management system at all Group levels on an ongoing basis.
The scope of the monitoring is determined primarily on
the basis of the risk assessment and the effectiveness of
controls and procedures.
Weaknesses, control deficiencies, or breaches of designated guidelines are reported on the basis of their
importance to the Executive Board or the Board of Directors. The reporting is typically discussed at the next
board meeting, at which the Board of Directors is informed of actual findings and recommendations on
procedural changes etc.
In their reporting to the Board of Directors, the auditors appointed by the annual general meeting report
any material deficiencies in the Group’s internal control
systems in relation to the financial reporting process.
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