The Board of Directors (“BoD”) is defined in the Danish Companies Act as part of an organisational structure which includes 2 governing bodies in the Company, the other governing body being the Executive Board (“EB”). This structure may be described as a Danish “hybrid” of the classic one-tier- and two-tier-setups of companies since BoD members may be EB members and vice versa.

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Division of Duties: The BoD performs the overall management of the Company. The BoD is responsible for a proper organisation of the business of the Company, including the strategic management of the Company through establishment of an overall strategy, making decisions of unusual nature or major importance, ensuring bookkeeping, financial reporting and adequate financial resources of the Company as well as appointing members of the EB. The EB, on the other hand, is responsible for the “day-to-day” management of the Company. A more specific division of duties of the BoD and the EB is determined by the BoD, since the EB must follow the guidelines and directions issued by the BoD.

Composition: The BoD of a Public Limited Liability Company (“Public LLC”) must consist of at least 3 members and no maximum applies. Only natural persons with full legal capacity can be BoD members. Usually the BoD elects its own Chairman, unless otherwise provided in the Articles of Association (“AoA”) of the Company. The majority of the BoD members of a Public LLC must be non-members of the EB and no EB member of a Public LLC may be Chairman or Vice Chairman of the BoD of that Company. The Chairman of the BoD of a listed company may generally not perform any duties for the Company not related to his duties as Chairman.

Appointment/Dismissal Competence: The BoD members are appointed and dismissed by the General Meeting ("GM") of the Company by a simple majority of votes. However, the AoA may provide public authorities or other parties with the right to appoint and dismiss one or more BoD members. In a Public LLC the majority of the BoD members must be appointed by the GM. Furthermore, depending on the number of employees in the Company, the employees may as well be entitled to appoint and dismiss employee representatives for the BoD. The BoD members are usually appointed for a maximum period of 4 years or for a shorter period stipulated in the AoA with the possibility of reappointment. A BoD member may resign at any time.

Alternates: Alternates (in Danish: “suppleanter”) may be appointed for the BoD, either as (i) “general” alternates being able to a represent any member of the BoD who is absent or (ii) “specific” alternates representing a specific BoD member who is absent. It is optional whether alternates are appointed or not. The procedure for appointing and dismissing alternates is similar to the procedure for appointing and dismissing BoD members. The appointment and dismissal of BoD members and alternates may be handled simultaneously at the same GM.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Denmark on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Plesner before actually changing any board members in Denmark.