The Stock Exchange NASDAQ OMX Copenhagen A/S published on 25 February 2008 revised recommendations for good corporate governance in Denmark. RTX Telecom's Supervisory Board has assessed the individual recommendations and found that RTX Telecom observes most of the recommendations. Based on the Company's size and organisation, in a few areas, however, RTX Telecom has decided to organise differently than prescribed by the recommendations.

 

At the moment, RTX Telecom's Supervisory Board consists of four members elected by the Annual General Meeting as well as two members elected by the employees.

 

A member elected by the Annual General Meeting is up for election every year and can be re-elected until and including the year when the member turns the age of 70.

 

One of the Supervisory Board's four members elected by the Annual General Meeting is considered not independent. Jens Hansen, who is both part of the Company's original group of founders and at the same time large shareholders, is employed in the Company. The historical background of RTX Telecom is the reason for the present composition of the Supervisory Board as the founders of the Company continue to hold significant competences in respect of the business activities.

 

The employee representatives are up for election every four years in accordance with current Danish legislation. The employee representatives in the Supervisory Board have the same rights, duties and responsibility as the members elected by the Annual General Meeting.

 

Based on the Group's size and complexity, the Supervisory Board has decided not to use fixed committees, nor systematic evaluations of the Supervisory Board and Executive Board and of the mutual cooperation.

 

Members of the Company's Supervisory Board are remunerated with a fixed fee adopted once a year. None of the members of the Supervisory Board elected by the Annual General Meeting have so far participated in incentive programmes.

 

The Executive Board has a common executive service agreement. The remuneration consists of a basic salary, non-monetary contributions as well as an incentive programme which is to ensure that the Executive Board and shareholders have coincident interests (see also notes 6 and 34 in the annual report for 2008/09). Upon dismissal by the Company, the Executive Board is entitled to salary and severance pay, etc for up to 12 months.

 

In its annual report RTX Telecom publishes disclosures on the Executive Board's remuneration and the total remuneration paid to the Supervisory Board.

 

On January 28 2009, the Annual General Meeting approved overall guidelines for incentive programmes for the Executive Board of RTX Telecom A/S. Please read more here.

 

On the basis of changes in legislation based on the 8th EU Directive on statutory audit of annual reports, the Supervisory Board has decided to set up an audit committee consisting. Peter Thostrup is chairman of the audit committee, and Jens Alder is member of the committee. The Audit Committee will handle the legislative tasks based on an agreed distribution of work among the Supervisory Board, Audit Committee and the Executive Board.