PART I - COMPANY INFORMATION
16.5 STATEMENT CONCERNING CORPORATE GOVERNANCE
The Board of Directors considers the recommendations of the Committee on Corporate Governance as an important source of inspiration in its work. The Company complies with the majority of the recommendations but has chosen a different practice in the following areas:
• The Board of Directors has no formalised procedure for self-evaluation of its performance but maintains a regular dialogue in respect of how the Board of Directors operates and how it aims to optimise its work. This also applies to evaluation of the work of the Management Board and the collaboration between the Management Board and the Board of Directors. This more informal and ongoing approach is more appropriate for the Company.
• The Company has no retirement age for members of the Board of Directors. The Company believes that the most important factor is the individual board member’s commitment, work efforts and skill set – not the age of the member.
• Some members hold more directorships than prescribed by the recommendations. The Company does not believe that this constitutes an obstacle as it is the commitment, performance, competences and contribution to the Company of the individual member that are of the essence – not the number of directorships held.
• Due to the Company’s size, the Company has so far not found it necessary to set up board committees. Instead, the Management Board has relied on special skills and know how held by members of the Board of Directors in respect of specific projects. The Board of Directors also functions as the audit committee.
• The Company’s work in order to voluntarily implement corporate social responsibility activities has not yet led to specific policies in the area.
In its corporate governance statement in the “Corporate Governance” section on its website, the Company systematically considers the recommendations based on the “comply-or-explain” principle. The Company's detailed statement is available for download at www.greentech.dk under “Investor”, “Corporate Governance”.
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17 EMPLOYEES
17.1 GREENTECH GROUP
In 2010/2011, Management has continued the restructuring of the Company’s organisation and strengthened the Company's local entities in Italy and Poland, so that a large number of assignments can now be executed directly by the local organisations.
As part of these changes and the adaptation of the cost structure, Greentech reduced its staff in Denmark at the end of 2010 and beginning of 2011 and some further reductions and intragroup redeployment were effected in the Greentech Group. The total number of employees less those under notice was 23 at 1 March 2011. At the Prospectus Date, the Company had 21 employees. The Company’s number of employees has developed as follows in recent years (as at 31 December):
Year Denmark Germany Italy Poland Norway
Total no. of employees
2006 7 0 0 3 0 10
2007 13 0 3 5 0 21
2008 18 0 5 7 0 30
2009 18 0 8 7 0 33
2010 17 0 7 7 0 31
The employees of the Greentech Group not under notice at 1 March 2011 were in average 39 years old with two years and eight months’ average seniority with the Company at the end of 2010. A breakdown by gender of the Greentech Group shows the following:
Women: 43%
Men: 57%
Today – measured in terms of money, staff and output – the Greentech Group is among the small players of the industry and in the international context in which the Company operates.
Greentech appreciates and wishes – in the Company’s expansion efforts – to maintain and develop the culture which is characteristic of a small organisation and which is characterised by dynamic work processes and a high degree of flexibility and a strong sense of responsibility among the employees. At the same time, self-motivated initiatives and cooperation are key factors for a well-functioning organisation. Reliability is important in the interaction with the external environment.
17.2 GWM GROUP
GWM’s employees were all hired during 2010, which was also GWM’s first full year in operation. As at the Prospectus Date, the GWM Group has 66 employees. The following table shows the number of GWM Group employees as at 31 December 2010 and 30 June 2011, respectively.
Year Italy Spain Total no. of employees
2010 42* 3 45
30 June
2011 61** 5 66
* Out of which 24 were Gruppo Zilio employees and 18 were GWM employees.
** Out of which 29 were Gruppo Zilio employees and 32 were GWM employees.
119 During the three-month period ended 31 March 2011, GWM’s headcount increased as a result of the implementation of the administrative and legal departments.
The employees are on average 38 years old. A breakdown by gender of the GWM Group shows the following as at 30 June 2011:
Women: 36%
Men: 64%
The GWM team is structured in business units (i.e. solar, wind and environment) with certain centralised shared functions (e.g. administration, corporate finance, M&A and legal). It has skilled individuals with experience in the renewable energy, legal, technical and financial sectors as summarised below:
• a dedicated team with long-standing experience in M&A transactions and transaction support activities, combining energy sector expertise with organisation and execution skills;
• a dedicated team of legal experts with expertise in a variety of areas of law, including corporate, tax, real estate, intellectual property, finance and litigation, in each case with specific reference to the renewable energy sector;
• a highly experienced team of financial experts in the renewable energy sector with experience and knowledge of complex and detailed financial models, business planning and project finance; and
• a technical team with industry expertise covering the provision of services in all key areas (technical, engineering and construction) by combining a strong technical and scientific background with business development skills.
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18 MAJOR SHAREHOLDERS
Pursuant to section 29 of the Danish Securities Trading Act and section 55 of the Danish Companies Act, the Company has received notification of holdings of 5% or more of the share capital or voting rights from the shareholders below.
Name of shareholder Number of Shares before the Offering
Ownership interest and voting rights before the Offering (%)
Number of Shares after the Offering
Ownership interest and voting rights after the Offering (%)
GWM Renewable Energy
II S.p.A 10,700,000 20.21 64,422,347 60.40
GWM/Société d’Investissement à Capital Variable
3,670,000 6.93 3,670,000 3.44
Global Wealth
Managment SA 3,000,000 5.67 3,000,000 2.81
As at the Prospectus Date, the Greentech Group held 157,952 Shares of DKK 5 each in treasury, corresponding to a nominal value of DKK 785,760 and a total of 0.33% of the share capital and 0.33% of the voting rights in the Company before the Offering. The carrying amount of the holding of own Shares is TEUR 1,975.
The Company is not authorised to issue company announcements regarding major shareholdings unless the Company has received a prior notice to that effect from a shareholder. Thus, changes may have occurred to the share capital or voting rights for major shareholders relative to the specification above.
The Company is not aware of being owned or controlled, directly or indirectly, by others, and the Company is not aware of any agreements that could later result in others assuming control of the Company.
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19 RELATED PARTY TRANSACTIONS
19.1 GREENTECH GROUP
Greentech’s related parties comprise the Company’s Board of Directors, the Management Board and the Key Employees as they exercise a significant influence on the Company's operations. Related parties also include relatives of these persons as well as undertakings in which such persons have significant interests.
The major shareholder of the Company, GWM RE, is considered a related party following the Transaction.
Except for remuneration and benefits received as a result of membership of the Company’s Board of Directors, employment with the Company or shareholdings in the Company or as set forth below, the Company has not undertaken any significant transactions with the Board of Directors, the Management Board or any Key Employees, or undertakings outside of the Greentech Group, in which related parties have interests. For information on remuneration paid to the members of the Board of Directors and the Management Board and to the Key Employees, see Part I, section 15 “Remuneration and benefits”].
Information on trading with related parties is provided below:
TEUR Group
2010 2009 2008
Sale of services to group companies 0 0 2,399
Sale of services to associates 1,004 329 0
Purchase of services from board member (legal fee) 223 135 0
Purchase of services from management member (GWM)
(management fee) 38 0 0
19.2 GWM GROUP
The Company’s major shareholder, GWM RE, is considered a related party. In 2010, GWM RE granted loans for a total of TEUR 7,250 to GWM. In 2010, interest of TEUR 85 accrued on these loans. In January 2011, an additional loan for TEUR 24,000 was granted by GWM RE to GWM. See Part I, section 20.4 “Pro forma financial information” on page 132 for additional information on these loans. Related parties also include companies outside the GWM Group in which GWM RE has interests.
GWM’s related parties also comprise GWM’s board of directors and management board as they exercise a significant influence on GWM’s operations. Related parties also include relatives of these persons as well as undertakings in which such persons have significant interests. Except for remuneration and benefits received as a result of membership of GWM’s board of directors or employment with GWM, no significant transactions have been made with GWM’s board of directors or management board or any Key Employees or undertakings outside the GWM Group in which related parties have interests.
Information on trading with related parties is provided below:
TEUR GWM
2010 2009 2008
Sale of services to associates 169 N/A N/A
Purchase of services from shareholder (GWM RE) 917 N/A N/A
Purchase of services from associates 58 N/A N/A
As GWM was incorporated in 2010, no transactions with related parties took place in 2008 and 2009
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