Corporate Governance

Statutory report on Corporate Governance according to the Annual Report 2017

Board of Directors and Executive Board

The general meeting of North Media A/S has the ultimate authority to elect members to the Company’s Board of Directors and is responsible for its overall management. The Board of Directors supervises the Company’s activities and safeguards the proper management of the Company in accordance with the Articles of Association, the Danish Companies Act and other regulations of relevance to the Company. The primary duties of the Board of Directors are to lay down the overall goals and strategies, define clear guidelines for the division of responsibilities, planning and risk management and appoint a competent executive board and serve as its easy-to-reach and active sounding board. The Board of Directors is made up of four members with Richard Bunck, principal shareholder, serving as chairman.

The Executive Board is responsible for the day-to-day management of the Company. In compliance with the guidelines and directions prepared by the Board of Direc-tors, the Executive Board prepares action plans and forecasts that support the Company’s strategy and reports earnings performance, risks and other significant data to the Board of Directors on a regular basis. The Executive Board consists of five Chief Executive Officers: Kåre Stausø Wigh, Group Executive Director & CFO, and four Chief Executive Officers in charge of their own segment and referring directly to a separate board of directors. The Group’s activities are divided into four segments:

• FK Distribution – Chief Executive Officer Mads Dahl Møberg Andersen
• North Media Aviser – Chief Executive Officer Gorm Wesing Flyholm
• North Media Online – Chief Executive Officer Henrik Løvig Jensen
• BEKEY – Chief Executive Officer Søren Jacob Frederik Holmblad.

North Media A/S’ Board of Directors and the Chief Executive Officer of each of the four business segments and Group Executive Officer & CFO are the Chief Operating Decision Makers (CODM) focusing on and being responsible for the Group’s four business segments. The Executive Board is in charge of cross-disciplinary product and business development and for joint HR guidelines and values.

In 2017, the Board of Directors held 9 meetings against 14 in 2016.