Corporate Governcnce
Introduction
Despite the absence of any Danish law requirement to apply the Danish Recommendations on Corporate Governance (“Code”), the Board of Directors and Executive Board feel strongly about sound corporate governance and applies the Code within Trigon Agri.
The principles of corporate governance in Trigon Agri are described below and governed by the Articles of Association, applicable laws, the Code, Rules of Procedure for both of the Boards, exchange requirements and market practice. Specific reference is made to any areas in which Trigon Agri deviates from the Code, as is required by the ‘comply or explain’ principle in the Code.
It is Trigon Agri’s declared intention to secure that the standards and principles of good corporate governance will be adhered to at all times.
The governance of Trigon Agri is attended to by:
- The General Meeting of Shareholders
- The Board of Directors
- The Executive Board
Trigon Agri Advisors provides management advisory services to the company.
General Meeting
The General Meeting of Shareholders has supreme authority in all matters and things pertaining to the Company subject to the limits set by statute and by the Articles of Association. Any share carries one vote in the General Meeting of Shareholders. The members of the Board of Directors and the auditor are elected by the General Meeting of Shareholders.
Board of Directors
The Board of Directors consists of five members. In accordance with the Code, at least half of the members must be independent of the company, management and shareholders, and this requirement is fulfilled by Trigon Agri having three independent members of the Board of Directors.
In accordance with the Code the elected members of the Board of Directors are appointed to hold office for one year and thus the election term expires at the annual General Meeting following the election. The Board of Directors shall have a Chairman, which they shall elect from among their members.
A Board of Directors meeting shall constitute a quorum when more than half the directors are present. Resolutions by the Board of Directors shall be passed by a simple majority of votes.
The Board of Directors is the highest level of the management structure, which primary functions are to be responsible for the overall and strategic management as well as decision outside of the day-to-day management, i.e. decisions of unusual nature or of major importance. The Board of Directors will arrange for the proper organisation of the activities of Trigon Agri, and will ensure that the keeping of accounts and the administration of property are carried out in a satisfactory way.
The Board of Directors has drawn up rules of procedure governing the performance of its duties..
Executive Board
The Board of Directors has appointed an Executive Board consisting of three members to be responsible for the day-to-day operations of the company. One of the managers of the Executive Board shall be appointed the CEO.
The Executive Board shall be responsible to the Board of Directors for managing the company in accordance with applicable law in force from time to time, the company's Articles of Association, the Rules of Procedure of the Board of Directors and the Guidelines for Segregation of Duties between the Board of Directors.
According to the Advisory Agreement with Trigon Agri Advisors, the parties have undertaken to ensure that person(s) nominated by Trigon Agri Advisors are appointed as members of the Executive Board and that such members from time to time may be replaced by such persons as Trigon Agri Advisors may designate. However, the current CEO of the company is employed directly by Trigon Agri and not pursuant to the Advisory Agreement.
The Board of Directors has drawn up guidelines to segregation of duties between the Board of Directors and the Executive Board.
Guidelines to Segregation
of Duties
Advisory Agreement
Trigon Agri has entered into the Advisory Agreement with Trigon Agri Advisors. Pursuant to the Advisory Agreement, Trigon Agri Advisors is the exclusive provider of strategic management services and general management services to Trigon Agri, including strategic and financial management, structuring of land and farm acquisitions and designing financing solutions.