
were to a large extent carried out as virtual control
visits. In addition, Nilfisk’s Group Legal Compliance
function has performed audits in selected Nilfisk
locations worldwide. Key controls, including general
IT controls for subsidiaries considered relevant from
a risk or/and risk perspective, are tested at least once
every three years.
Remuneration Committee
The overall responsibility of the Remuneration
Committee is to oversee the remuneration of the
Board of Directors, the Executive Management Board,
and other members of the Nilfisk Leadership Team
to ensure that the company’s remuneration practice
is appropriate, balanced, and effective to achieve
growth, profitability, and shareholder value. This
responsibility includes establishing the Remuneration
Policy for the Board of Directors and the Executive
Management Board, making proposals on changes
to the Remuneration Policy, and obtaining the
approval of the Board of Directors prior to seeking
shareholders’ approval at the Annual General
Meeting.
The Remuneration Committee also oversees the
company’s short-term and long-term incentive
programs, including awards, target-setting, and
a review of target achievements every year. The
Remuneration Committee reports to the Board of
Directors at all regular board meetings to ensure
efficient decision-making.
Main activities in 2021
In 2021. the main activities of the Remuneration
Committee have been:
• Setting targets for the annual bonus plan and the
performance share program
• Reviewing achievement against targets under the
company’s annual bonus plan and the performance
share program
• Completing a review of the Remuneration Policy
to ensure it continues to support the realization of
Nilfisk’s strategy as well as recognizes the changes
in the governance environment in accordance
with the Danish Companies Act and the amended
EU Directive on the encouragement of long-term
shareholder engagement
• Preparing, drafting, and approving a new
Remuneration Policy, which was adopted at the
2021 Annual General Meeting, to implement new
legislative and corporate governance requirements
and market standards, In addition to linguistic
clarifications and adjustments, key changes in the
new Remuneration Policy included (1) Increase of
the maximum annual bonus award from 70% to
100% of the base salary, (2) Specification that if the
target performance under the long-term incentive
scheme is reached, 50% of the award will normally
be payable, (3) Adjustment of the regular notice
period from normally 6 months by the executive
and 12 months by the Company to 6-9 months by
the executive and 12-18 months by the Company,
and (4) Possibility of agreeing on an extended
notice period for the management in case of a
change of control, still subject to the maximum
total notice period of 24 months
More information on the compensation of the
Board of Directors and the Nilfisk Leadership Team
is available in our Remuneration Report available
online at Nilfisk’s Investor Relations site, where our
Remuneration Policy is also located.
Nomination Committee
The purpose of the Nomination Committee is to
define and assess the qualifications required of the
Board of Directors, the Group CEO, and the Group
CFO, to initiate an annual self-assessment within the
Board of Directors, and to exercise grandfather rights
with respect to members of the Nilfisk Leadership
Team.
Self-assessments
The purpose of the annual self-assessment is to
evaluate the performance and expertise required
within the Board of Directors, and to identify future
areas of focus.
Every third year the Board of Directors utilizes
a professional consultant to assist with this
assessment. Conclusions from the 2020 board self-
assessment conducted in the first quarter of 2021
were that the Board has the necessary and relevant
competences and experience but could benefit
from more diversity. Highlighted strengths were
open dialogue, contributions from all members, with
opinions shared freely. Meeting frequency, agenda
and material shared were considered appropriate
and relevant. However, the challenging year of 2020
with significant business issues also had an impact
on the self-assessment showing less satisfaction
among the board members with the quality of
discussions and the balance between strategic
oversight and detailed, operational discussions.
The self-assessment for 2021 is expected to be
completed before the 2022 Annual General Meeting
on March 25, 2022, and the Chair will convey the key
conclusions of the self-assessment at this meeting.
The Board of Directors also performs an annual
assessment of the Group CEO and Group CFO
covering two main areas: the interaction between
these executives and the Board of Directors, and
the expertise of these executives. The assessment
takes the form of a general discussion by the Board
of Directors, after which the assessment findings are
communicated by the Chair to the Group CEO and
Group CFO and shared in summary at the Annual
General Meeting.
The Nilfisk Leadership Team
The day-to-day responsibility for Nilfisk’s
management lies with the Nilfisk Leadership Team,
consisting of eight members counting the Group CEO
and seven direct reports.
The Nilfisk Leadership Team is responsible for
the conduct of business, all operational matters,
organization, allocation of resources, establishing
and implementing strategies and policies, direction-
setting, and timely reporting of information to the
Board of Directors. See page 43-44 for particulars of
the Nilfisk Leadership Team.
Target figure for the under-represented gender
Nilfisk seeks to provide equal opportunities for all
genders, and gender is in focus when assessing
qualifications and experience of Board candidates.
While Nilfisk believes the current Board of Directors
has an optimal composition based on qualifications,
the target figure of the under-represented gender,
guided by section 99b of the Danish Financial
Statements Act, is consistently monitored to ensure
it is realistic and ambitious. A new Nilfisk target
figure for the under-represented gender among
shareholder-elected Board members of minimum
25% was set in 2021 to be achieved by no later than
2024.
Nilfisk’s focus on diversity and inclusion is described
in our CSR Report, which includes the UN Global
Compact Communication on Progress report and can
be found at Nilfisk’s website: https://www.nilfisk.com/
global/about-nilfisk/corporate-social-responsibility/
Corporate governance recommendations
As a listed company on Nasdaq Nordic, Nilfisk is
subject to Nasdaq Nordic's rules governing share
issuers, and by that also the corporate governance
recommendations issued by the Danish Committee
on Corporate Governance which can be found at
https://corporategovernance.dk.
Nilfisk fulfils its obligations with respect to the
corporate governance recommendations either
by complying or by explaining the reason for non-
compliance. New and updated recommendations
apply for the financial year 2021, and Nilfisk complies
with all current recommendations.
More details can be found in Nilfisk’s annual reporting
on the corporate governance recommendations
available at Nilfisk’s Investor Relations site.
NILFISK ANNUAL REPORT 202139
Our governanceOur resultsOur businessOur strategy2021 in brief
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