At A Glance
Our business
Performance Highlights
ESG
governance
Financial statements
Statements
TCM Group Annual report 2024 37
specification of the remuneration paid to the
In addition to the above, the Group has developed
internal control and procedures in relation to the
financial reporting process aimed at enabling the
Group to monitor its performance, operations,
funding, risk and internal control. The Group
continues to improve the internal control and
procedures in relation to the financial reporting
process and believes that the current control and
procedures in place enable the Group to be
compliant with the disclosure requirements
applying to issuers of shares on Nasdaq
The ESG Manager is responsible for strategy
deployment as well as identifying and pursuing
further strategic opportunities. Cross-functional
teams from the line of business support the daily
operations and ensure progress in each of the
strategic focus areas.
Incentive plan
Board of Directors and Executive Management.
The long-term incentive (LTI) programme for
TCM Group’s Executive Management includes
ESG performance-related criteria accounting for
up to 20% of the programme.
Description of internal control and procedures
in relation to the financial reporting process
The Board of Directors and the Executive
Management are ultimately responsible for the
Group’s risk management and internal control in
relation to its financial reporting, and approve
the Group’s general policies in this regard. The
Audit Committee assists the Board of Directors in
overseeing the reporting process and the most
important risks. The Executive Management is
responsible for the effectiveness of the internal
control and risk management, and for the
implementation of such control aimed at
mitigating the risks associated with the financial
reporting.
Business conduct
Oversight of ESG performance is among the
responsibilities of the Audit Committee.
Our business conduct is governed by our Code of
Conduct, which applies to every aspect of our
operations and underpins every decision made
daily at all levels across TCM Group.
Diversity Policy
Copenhagen. The internal control and procedures
in relation to the financial reporting process
include:
TCM Group has formulated a Diversity and
Inclusion Policy. Our Policy is available on our
website, tcmgroup.dk.
The Code of Conduct outlines our stance on,
among other things, anti-corruption and bribery,
human rights, fraud, relationships with business
partners, suppliers, authorities and other
stakeholders, and the social impacts of our
activities throughout the value chain. Where
detailed implementation is necessary, it is
addressed through specific instructions and staff
handbooks.
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Weekly reports of incoming orders and gross
and net revenue by month
Please see page 32 for more details of the policy.
Monthly reports, on a per store basis, of the
Group’s sales to stores
Gender Diversity on the Board of directors
and among other executives
Management believes that the Group’s reporting
and internal control systems enable it to be
compliant with disclosure requirements applying
to issuers whose shares are admitted to trading
and official listing on Nasdaq Copenhagen.
Consolidated monthly reports summarising
results for legal entities, including balance
sheet and cash flow results compared to
budgeted performance and the previous
year’s performance, explanations of
deviations and key performance indicators
A four-eye principle within the finance
department to ensure the quality of
accounting records
In respect of members elected by the Annual
General Meeting, TCM Group focuses on
diversity, skills and experience. We aim for an
equal gender composition that also reflects
essential competences within TCM Group’s focus
areas. To ensure that the Group’s Board of
Directors is composed of the right profiles and
skills, TCM Group has defined targets with regard
to gender and independence. The Group wants a
Board of Directors where both genders are
represented. We believe this can create the basis
for the best debates and add different
As part of the overall risk management, the
Group has set up internal control systems that
are deemed appropriate and sufficient in relation
to the Group’s activities and operations. The
internal control systems are evaluated on an
ongoing basis.
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Corporate governance recommendations
A standardised authorisation process for most
of the invoices received. In addition, a detailed
review of cost at account level is carried out in
connection with the monthly reports.
Nasdaq Copenhagen has incorporated the
recommendations of the Danish Committee
on Corporate Governance in its Rules for Issuers
of Shares.
perspectives and input on how we run and
develop the business and approach challenges.
The Group’s internal control and procedures are
planned and executed to ensure a reasonable
level of comfort that the financial reporting is
reliable and in compliance with internal policies,
and gives a true and fair view of the Group’s
financial performance, financial position and
material risks. The procedures and control are
furthermore planned with a view to supporting
the quality and efficiency of the Group’s business
processes and the safeguarding of the Group’s
assets. The evaluation of the risks includes an
assessment of the likelihood that an error will
occur and whether the financial impact of such an
error would be material.
Organising ESG
These recommendations are available on the
website of the Committee on Corporate
Governance, www.corporategovernance.dk.
To ensure steady progress on our ambitions and
targets, and to maintain and develop ESG as an
integrated part of our way of doing business, TCM
Group has an ESG Steering Committee that is
organised around our strategic focus areas and
with the involvement of the relevant
For the Board of Directors elected by the Annual
General Meeting, TCM Group aims for
representation of the underrepresented gender in
line with the Danish Business Authority’s
definition of equal gender distribution. In 2024,
the Board of Directors elected by the Annual
General Meeting comprised two women and four
men, giving TCM Group an equal gender
distribution according to the Danish Business
Authority’s definition.
TCM Group complies with all
these recommendations.
stakeholders. The committee consists of the CEO,
the CFO, the Head of Product Management and
the Head of Supply Chain. It convenes every
second month and addresses issues including
sustainability risks and opportunities as well as
recommendations for further improvements.
The Group’s corporate governance statements
are available on our website at
investor-en.tcmgroup.dk/CorporateGovernance
