Schedule 1 List of candidates
Board of Directors
Bent Østergaard, Chairman
Date of birth: 5 October 1944 Elected for board: 1 April 2009 Re-elected: 2010-2011
Election period ends: 29 March 2012
Chairman of the Nomination Committee and Remuneration Committee Position: Director Lauritzen Foundation
Chairman: Cantion A/S, Fonden Kattegat Silo, Frederikshavn Maritime Erhvervspark A/S, J. Lauritzen A/S, Kayxo A/S, NanoNord A/S
Board member: Comenxa A/S, Intelligent Building System Ltd (Durisol UK), With Foundation, Mama Mia Holding A/S, Royal Arctic Line A/S, Meabco A/S, Meabco Holding A/S
The Board of Directors is of the opinion that Bent Østergaard possesses the following special competences: International management experience, experience as a board member of interna-tional and listed companies, and expertise in shipping and finance. As a result of his executive fun-tions for the Company’s principal shareholder, the Lauritzen Foundation, Bent Østergaard cannot be considered independent as per the recommendations on corporate governance.
Vagn Sørensen, Deputy Chairman
Date of birth: 12 December 1959 Elected for board: 20 April 2006 Re-elected: 2007-2011
Election period ends: 29 March 2012
Member of the Nomination Committee, Remuneration Committee and Audit Committee Managerial positions: GFKJUS 611 ApS, VOS Invest ApS
Chairman: British Midland Ltd., E-Force A/S, FLSmidth A/S, FLSmidth & co A/S, KMD A/S, KMD Equity Holding A/S, KMD Holding A/S, Scandic Hotels AB, Select Service Partner Ltd., TDC A/S Board member: Air Canada Inc., Braganza A/S, CP Dyvig & Co A/S, Koncertvirksomhedens Fond, Det Rytmiske Musikhus Fond, Lufthansa Cargo AG, Royal Carribbean Cruises Ltd
The Board of Directors is of the opinion that Vagn Sørensen possesses the following special com-petences: International management experience, board experience from international and listed companies, and expertise in aviation and service industries.
Jill Lauritzen Melby, Board member
Date of birth: 6 December 1958 Elected for board: 18 April 2001 Re-elected: 2002-2011
Member of the Audit Committee
Position: Team Leader Finance, BASF A/S
The Board of Directors is of the opinion that Jill Lauritzen Melby possesses the following special competences: Expertise in financial management.
Due to family relations to the Company’s principal shareholder, The Lauritzen Foundation, Jill Lauritzen Melby cannot be considered independent according to the recommendations on corporate governance.
Anders Moberg, Board member
Date of birth: 21 March 1950 Joined the board: 11 April 2002 Re-elected: 2007-2011
Election period ends: 29 March 2012
Chairman: Biva A/S, Clas Ohlson AB, OBH Nordica
Board member: Ahlstrom Corporation OY, Amor GmbH, BYGGmax AB, HEMA BV, Husqvarna AB, ITAB AB, Rezidor AB, ZetaDisplay AB
The Board of Directors is of the opinion that Anders Moberg possesses the following special com-petences: International management experience, board experience from international and listed companies, and expertise in the retail sector.
Ingar Skaug, Board member
Date of birth: 28 September 1946 Joined the board: 16 April 1998 Re-elected: 1999-2011
Election period ends: 29 March 2012
Chairman: Center for Creative Leadership, Bery Maritime AS, Ragni Invest AS Deputy Chairman of board: J. Lauritzen A/S
Board member: Miros AS, Berg-Hansen AS, BLG GmbH & Co. KG.
The Board of Directors is of the opinion that Ingar Skaug possesses the following competences: International management experience, board experience from international and listed companies, and expertise in shipping, logistics, aviation and service industries.
Lene Skole, Board member
Date of birth: 28 April 1959 Joined the board: 20 April 2006 Re-elected: 2007-2011
Election period ends: 29 March 2012 Chairman of the Audit Committee Position: Group Director, Coloplast A/S
Board member: Coloplast Danmark A/S, Coloplast Ejendomme A/S, Tryg A/S
The Board of Directors is of the opinion that Lene Skole possesses the following special compe-tences: International management, including from a listed company, and experience in economics and accounting.
Claus Hemmingsen, New member Date of birth: 15 September 1962
Position: CEO, Maersk Drilling, Partner in A.P. Møller - Maersk A/S
Claus Hemmingsen’s responsibilities in A.P. Møller cover Maersk Tankers, Maersk Supply Service, Maersk FPSO (Floating Production, Storage og Offloading units)
Chairman: Denmark Hong Kong Trade Association
Deputy Chairman of the board: Danish Shipowners’ Association
Board member: Egyptian Drilling Company, International Association of Drilling Contractors (IADC), Danish Chinese Business Forum, EU Hong Kong Business Co-operation Committee. The Board of Directors is of the opinion that Claus Hemmingsen possesses the following special competences: International management and expertise in shipping and liner service.
Schedule 2 Remuneration policy
Principles of remuneration
Remuneration of DFDS’ management and staff takes place in relation to performance and results and on competitive conditions in relation to comparable companies.
Remuneration must contribute to attracting, retaining and motivating management and employees and ensuring harmony between the interests of colleagues and shareholders.
Remuneration of the board
Members of the supervisory board receive a fixed annual fee which is set in relation to the scope and character of their work and in relation to fees in comparable listed companies.
Members of the audit committee receive a separate fee.
Fees paid to the chairman, deputy chairman, supervisory board members and the audit committee are set out in the annual report and presented for approval at the annual general meeting, at which the board also presents proposals for fees in the coming year.
The board is not covered by a pension scheme. The board has no incentive scheme.
Remuneration of executive management
The executivemanagement’s remuneration consists of a fixed salary and a variable salary. The latter consists of a bonus scheme and a share-option scheme.
The fixed salary is assessed annually by the board’s remuneration committee.
The variable remuneration consists of a bonus scheme based on achieving specific targets which are set by the supervisory board. The bonus targets are related to the group’s pre-tax profit, but may also include individual targets. The bonus component may only make up a maximum of 80 per cent of annual net salary.
In addition, the variable remuneration also includes a revolving share-option scheme which is not dependent on achieving specific targets.
Each year members of executive management are assigned a number of options with a maximum value equivalent to one year’s net salary. This value is calculated according to Black & Schole’s formula. Options are assigned with exercise price which is 5 per cent higher than the market price at the time of allocation. No fee is paid to the company for receiving the options. The options have a term of five years and may be exercised after three years. Allocation takes place on tax condi-tions which mean that the profit is taxed as share income against the company not receiving a tax deduction for costs associated with the allocation. The number of options allocated and their value is set out in the company’s annual report. The options in the management’s share-option scheme are covered through the company’s holding of its own shares.
DFDS publishes the executive management’s total remuneration, split into fixed and variable parts, in its annual report.
The executive management is covered by standard notice conditions, although specific notice ar-rangements apply to change of control. Information about the executive management’s severance arrangements is presented in the notes to the annual report.
Individual pension schemes are agreed for the executive management. The executive manage-ment is not covered by performance-based pension schemes.
Remuneration of other managers and employees
All employees receive a fixed salary which is assessed annually in association with the annual per-sonal-development review.
Managers andemployees selected by the executive management are included in a bonus scheme
based on specific result targets.
In addition, the executive management may assign share options to wider group managers and leading employees annually. The options are issued according to the same principles as the op-tions for the executive management. The total allocation for this group of employees is set out in the annual report.
Communication of remuneration policy
