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Corporate Governance
Board of Directors
Executive Management

Corporate governance

Corporate governance practices at Zebra

Zebra strives to comply with generally accepted corporate governance principles as required under the Danish Companies Act, the Danish Financial Statements Act, IFRS as well as internal rules and procedures described in the Company’s Rules of Procedure for the Board of Directors and for the Executive Management. As Zebra is controlled by a member of the Danish Venture Capital and Private Equity Association (“DVCA”), the company also strives to comply with the corporate governance guidelines issued by DVCA. These guidelines are available on www.dvca. dk.

At Zebra, powers are distributed between the Board of Directors and the Executive Management in accordance with common practices for Danish companies and are formalised by the Company’s Rules of Procedure. The Executive Management handles all day-to-day operations while the Board of Directors supervises the work of the Executive Management and approves certain types of decisions and investments. Zebra’s Board of Directors develops the Group’s corporate strategy together with the Executive Management and oversees progress, financial development as well as assess whether the necessary skills and qualifications are in place to support the Group’s development and strategic business objectives. In addition, the Board of Directors ensures that Zebra works towards implementing efficient and transparent business procedures. The Board aims at having six board meetings a year of which at least one meeting is held in one of the Group’s strategically important markets and such meetings typically include store visits, meetings with partners and updates on the local retail market.

The content of the Board meetings is determined by the Board’s meeting schedule, which is updated and approved by the Board of Directors at the beginning of each financial year, and by ongoing discussions between the Board of Directors and the Executive Management.

Board and Executive Management

The Board of Directors has seven members and held six board meetings in 2015. Each meeting lasted at least a day, ensuring enough time for discussing performance, critical and strategic issues. Key topics of discussion this year related to the new warehouse setup, ERP roll-out, deep dives on US and Japanese markets, general expansion as well as the company’s future strategy.

In 2015, Vagn Sørensen joined the Board of Directors of Zebra replacing Ole Andersen as Chairman. Vagn Sørensen brings to the Board experience from similar positions in companies such as Select Service Partner, FLSmidth, TDC and DFDS. At the same time Board Member Jacob Bier, was appointed Vice Chairman of the Board of Directors. In late 2015, Tahir Hussain decided to leave Zebra. Going forward, the Executive Management will consist of Xavier Vidal, CEO, and Henrik Skov, CFO.

Audit Committee

The Board of Directors established an Audit Committee in June 2015. The Audit Committee consists of three Board members and the purpose of the Committee is to assist the Board of Directors with the following:

  • Monitoring the financial reporting process
  • Monitoring the efficiency of Zebra’s internal control system and the audit process of the external audit
  • Monitoring Zebra’s process for compliance with laws and regulations
  • Other tasks delegated from the Board of Directors

The Audit Committee meets as often as the Committee deems appropriate, however no less than twice a year. In 2015, the Audit Committee met twice, once in September and once in November. Key topics of discussion were among others financial reporting and other internal processes and related projects.

Internal control systems

The responsibility for maintaining an adequate and efficient internal control environment in connection with financial reporting is vested with the Executive Management. The Audit Committee has reviewed the Group’s control environment and together with the Board of Directors concluded that it is reasonably adequate at the current stage of the Group’s development. In 2016, Zebra will continue to strengthen its control environment both in local operating companies and at head office.

Ownership and capital structure

EQT holds approximately 67% of the shares in Zebra A/S through Zebra Lux Holding S.a.r.l. Approximately 29% of the shares are held by Mitco ApS, which is controlled by Lennart Lajboschitz, and approximately 4% of the shares are held by the members of the Board of Directors, the Executive Management and a small number of senior Zebra employees.

Diversity

Zebra aims to offer equal opportunities to men and women across its organisation, and it is company policy to promote equal opportunities regardless of gender, ethnicity, race, religion and sexual orientation. When it comes to gender, Zebra aims at a balanced distribution among employees in leadership positions. Zebra’s management is currently composed of 53% male and 47% female members. Zebra defines management as district leaders, country managers, partners as well as managers at headquarter. Relevant professional qualifications remain the key selection criteria for all positions in the Zebra organisation, but Zebra’s management will continue to focus on diversity and will continue to evaluate the need for initiatives within this area.

At the of 2015 the Board of Directors of Zebra was composed of 100% male members. It is the Board’s ambition to increase diversity, including gender representation on the Board where the target is to have at least one female member within two years. It is the current assessment that the Board has the required qualifications and composition in order to oversee Zebra’s strategic development. The target will be sought achieved in relation with ongoing changes to the composition of the Board, where special efforts will be made to ensure that female candidates are identified and participate in the selection process.

Board of directors

Vagn Ove Sørensen (1959)
Chairman, Member since 2015
Educational background M.Sc. Econ. and Business Administration, Aarhus School of Business and Social Sciences
Current Position Professional Board Member
Other Positions FLSmidth A/S (Chairman)
FLSmidth & Co A/S (Chairman)
TDC A/S (Chairman)
TIA Technologies A/S (Chairman)
THOR DENMARK HOLDING ApS (Chairman)
Scandic Hotels AB (Chairman)
Select Service Partner Plc (Chairman)
Automic Software GmbH (Chairman)
Bureau van Dijk BV (Chairman)
Nordic Aviation Capital A/S (Vice Chairman)
JP/Politikens Hus (Board Member)
CP Dyvig & Co. A/S (Board Member)
Air Canada (Board Member)
Royal Caribbean Cruises Ltd. (Board Member)
Braganza AS (Board Member)
E-FORCE ApS (CEO)
EQT Partners (Senior Advisor)
Morgan Stanley (Senior Advisor)
Jacob Bier (1961)
Vice Chairman, Member since 1998
Educational background LLM, University of Copenhagen
Current Position Senior Advisor, Greenhill & Co. International LLP
Other Positions CERTA Intelligence & Security A/S (Chairman)
Nosomnia ApS (Chairman)
Hos Fischer ApS (Board Member)
Mitco ApS (Board Member)
Manel Adell Domingo (1961)
Member since 2013
Educational background EPGC, Stanford University
MBA, IMD Lausanne
M.Sc., ESADE Business School Barcelona
Current Position Professional Board Member
Other Positions PUIG, S.L. (Board Member)
Rolf Eriksen (1944)
Member since 2013
Educational background Design and scene painting degree
Current Position Professional Board Member
Michael Hauge Sørensen (1973)
Member since 2013
Educational background Executive training from Stanford. IMD, INSEAD
Current Position Professional Board Member
Other Positions TOP-TOY A/S (Chairman)
TT Holding II A/S (Chairman)
TT Holding III A/S (Chairman)
Fristads Kansas Group AB (Chairman)
Pandora A/S (Board Member)
IC Group A/S (Board Member)
Santa Fe Group A/S (Board Member)
Elevate Global Limited (Board Member)
Michaso Holdings Ltd. (Director)
EQT Partners (Industrial Advisor)
Morten Hummelmose (1971)
Member since 2013
Educational background M.Sc. Economics, University of Copenhagen
M.Sc. Finance, University of London
Current Position Head of EQT Partners in Denmark
Other Positions R. Færch Plast A/S (Board Member)
Færch Plast Group A/S (Board Member)
Lennart Lajboschitz (1959)
Member since 1998
Current Position Advisor and Founder, Zebra A/S
Other Positions Mitco ApS (Chairman)
Hos Fischer ApS (Board Member)
Nosomnia ApS (Board Member)
GoMore ApS (Board Member)
CERTA Intelligence & Security A/S (Co-owner)

Executive Management

Michael Hauge Sørensen (1973)
Interim CEO
Educational background Executive training from Stanford. IMD, INSEAD
Current Position Professional Board Member
Other Positions TOP-TOY A/S (Chairman)
TT Holding II A/S (Chairman)
TT Holding III A/S (Chairman)
Fristads Kansas Group AB (Chairman)
Pandora A/S (Board Member)
IC Group A/S (Board Member)
Santa Fe Group A/S (Board Member)
Elevate Global Limited (Board Member)
Michaso Holdings Ltd. (Director)
EQT Partners (Industrial Advisor)
Carsten Fensholt (1964)
Chief Financial Officer
Educational background M.Sc. Economics, Aarhus University
Previous experience COO & CFO KMD A/S
CFO Magasin du Nord
CFO ISS Damage Control
EVP & CFO GN ReSound
CEO SONY Nordic A/S
CFO SONY Nordic
Finance Manager Mars Snackfoods Europe