The Supervisory Board (“SB”) is part of an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Executive Board (“EB”). This structure may be described as the Danish equivalent to the classic two-tier setup since – among others – the SB members are restricted from being EB members and vice versa.

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Division of Duties: Generally speaking, the SB supervises and appoints the EB members, however the SB has no responsibility for the management of the Company as such. Accordingly, the EB performs the overall, the strategic and the “day-to-day” management of the Company and must ensure proper organisation and adequate capital resources.

Composition: The SB 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 SB members. Usually the SB elects its own Chairman, unless otherwise provided in the Articles of Association (“AoA”) of the Company. The Chairman of the SB of a listed company may generally not perform any duties not related to his duties as Chairman. 

Appointment/Dismissal Competence: The SB 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 SB members. In a Public LLC the majority of the SB 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 SB. The SB 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 SB member may resign at any time.

Alternates: Alternates (in Danish: “suppleanter”) may be appointed for the SB, either as (i) “general” alternates being able to a represent any SB member who is absent or (ii) “specific” alternates representing a specific SB 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 SB members. The appointment and dismissal of SB 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.