
to ensure efficient and focused committee work,
reporting, and decision-making within the Board of
Directors.
Audit Committee
In 2022, the Audit Committee consisted of two
members. The Audit Committee is appointed
for one year at a time. All members possess the
relevant financial expertise, and the chair of the
committee qualifies as being independent.
The principal duties are:
• To monitor the financial reporting process and
compliance with existing legislation, standards
and other regulations for listed companies relating
to presentation and publication of financial
reporting
• To monitor whether the company’s internal control
and risk management systems function efficiently
• To monitor the statutory audit of the annual
financial statements
• To monitor the independence of auditors and their
supply of non-audit services to the Nilfisk Group
• To make recommendations to the Board of
Directors concerning the election of auditors
The work of the Audit Committee is described
in its charter available online at Nilfisk’s Investor
Relations site and is formalized in an annual plan
approved by the Board of Directors.
Internal control and risk management related to the
financial reporting process
Nilfisk has several policies and procedures in
specific areas of financial reporting, including the
Finance Manual, the Risk Management Policy, the
IT Security Policy, the Treasury Policy, the Insurance
Policy, the Tax Policy, and the Integrity Policy &
Business Code of Conduct. These policies and
procedures apply for all subsidiaries.
The internal control and risk management systems
for financial reporting are designed to ensure that
the financial reporting presents a true and fair view
of Nilfisk’s result and financial position and is in
compliance with applicable financial legislation
and accounting standards. The control and risk
management systems are designed to mitigate the
risks identified in the financial reporting process.
Internal controls related to the financial reporting
process are established to detect, mitigate, and
correct material misstatements in the financial
statements.
Risk assessment
The risks related to each accounting process and
line item in the financial statement are assessed
based on quantitative and qualitative factors.
The associated risks are identified based on the
evaluation of the likelihood of occurring and the
potential impact. The financial reporting control
framework covers all material subsidiaries. Please
refer to the Risk Management section on page 50.
Control activities
Nilfisk has implemented a formalized financial
reporting process for the strategy process, budget
and forecast process as well as for the monthly
reporting on actual performance. Financial
information reported is reviewed both by controllers
with regional or functional knowledge of the
individual companies/functions and by technical
accounting specialists.
The financial reporting is dependent on IT systems.
Any weaknesses in the system controls or IT
environment are compensated for by manual
controls to mitigate any significant risk related to
the financial reporting to an acceptable level.
A central controlling function conducts financial
compliance reviews throughout the organization
based on a defined review strategy and risk
assessment. The key controls implemented
based on the financial reporting framework are
systematically monitored and tested in conjunction
with controller visits performed by Nilfisk Group
Controlling. 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 2022
In 2022 the main activities of the Remuneration
Committee have been:
• Redefining the annual bonus plan for the year to
make it more focused and simpler
• Setting targets for the performance share
program this year
• Evaluating and adjusting the current performance
share program to align with market practice and
shareholder value creation
• Reviewing achievement against targets under
the company’s annual bonus plan and the
performance share program
• Conducting a benchmark survey of the pay levels
among the wider workforce of Nilfisk
• 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 2022 Annual General Meeting, to align
with international practices on the terms and
conditions for indemnity of the Board of Directors
and Executive Management Board in relation to
situations where the Directors & Officers (D&O)
insurance coverage would be insufficient
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.
NILFISK ANNUAL REPORT 202243
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