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.


 

Pencils in different colours

At Zebra, powers are delegated between the Board of Directors and the Executive Management in accordance with common practices for Danish companies and are formalised in writing by the Company’s Rules of Procedure. The Executive Management is responsible for all day-to-day operations while the Board of Directors supervises the work of the Executive Management and approves certain material 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 assessment of 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 convenes for at least six annual meetings, where at least one meeting is held in one of the Group’s strategically important markets and includes store visits, meetings with local management 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.

Clock in wood

Board and Executive Management

In 2019, the Board of Directors consisted of five-seven members and held 11 board meetings. The majority of meetings lasted a full day, ensuring enough time for performance discussions as well as addressing critical and strategic issues. The remaining meetings were shorter calls for specific discussions. Key topics of discussion this year related to category management, e-commerce, sustainability, procurement, logistics, driving sales and operational scale and efficiency including consolidation and corporate transformation as well as the company’s strategy.

In January 2019 Matthias Wittkowski replaced Rolf Eriksen on the Board of Directors. In March 2019 Tore Thorstensen replaced Michael Hauge Sørensen and Manel Adell Domingo. Tore brings substantial operational and strategic experience from the private equity sector. In June 2019 Margaret McDonald and Matthias Wittkowski resigned from the Board of Directors, bringing the Board of Directors down from seven to five members. Finally, in September 2019 Anders Misund joined the Board of Directors which now consists of six members. Anders brings extensive experience with corporate transformations in Nordic retail.

In January 2019 Carsten Fensholt resigned and Martin Jermiin joined the Executive Management as co-CEO. In March 2019 Christian Kofoed Hertz Jakobsen joined the Executive Management team as CFO. Furthermore, in April 2019 Mette Maix also decided to pursue a career outside Flying Tiger Copenhagen. Martin Jermiin is now CEO.

Pencil holder as a big pencil sharpener

Audit Committee

The current members of the Audit Committee are Jacob Bier (Chairman as of April 2019), and Mads Ditlevsen. 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 2019, the Audit Committee met six times. Key topics of discussion included financial reporting and other internal processes, Enterprise Risk Management, insurance and general compliance including IFRS16.

Six bottles of water in a pink box

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 together with the Board of Directors continuously review and assess the Group’s control environment.

In 2020, Zebra will continue to develop its control environment both in the local operating companies as well as at Group level.

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Ownership and capital structure

At 31 December 2019, EQT held approximately 99% of the shares and 69% of the voting rights in Zebra A/S through Zebra Lux Holding S.a.r.l. Approximately 0.03% of the shares and 28% of the voting rights were held by Mitco ApS, which is controlled by Lennart Lajboschitz, and approximately 0.8% of the shares and 2.6% of the voting rights are held by the members of the Board of Directors, the Executive Management and a small number of senior Zebra employees.

Maze in wood

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, and is currently composed of 54% male and 46% female members. Zebra defines leadership positions as district leaders, country managers, partners as well as managers at headquarters. Relevant professional qualifications remain the key selection criteria for all positions in the Zebra organisation, and Management will continue to focus on diversity and to evaluate the need for initiatives within this area.

As part of the transformation process, the Company changed its board composition during 2019. Consequently, at the end of 2019, the Board of Directors of Zebra consisted of 6 males. It is still the Board’s ambition to increase diversity, including gender representation on the Board. It is the target to have at least two female board members before 2023.

It is the current assessment that the Board has the required qualifications and composition to oversee Zebra’s strategic development. Achievement of the target will be sought in connection 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 Members

Nikolaj Vejlsgaard (1971)

Chairman of the Board, Member since February 2021

Educational background:

M.Sc. in Finance from Copenhagen Business School

Other positions:

Owner & Co-Founder of Treville

20+ years at Axcel, Copenhagen based Private Equity firm

Various Board positions

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Casper Lykke Pedersen (1974)

Board member since February 2021

Educational background:

M.Sc. in Finance from Copenhagen Business School

Other positions:

Owner & Co-Founder of Treville

14+  years at Axcel, Copenhagen based Private Equity firm

4+ years at Deutsche Bank AG, London

Various Board positions

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Lars Thomassen (1964)

Board member since February 2021

Educational background:

M.Sc. in Economics from Aarhus Business School

Other positions:

Owner & Co-Founder of Treville

13+  years at Axcel, Copenhagen based Private Equity firm

7+ years at GN Store Nord

5+ years at ISS

Various Board positions

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Executive Management

Martin Jermiin (1976)

Chief Executive Officer

Educational background:

M.Sc. Applied Economics & Finance, Copenhagen Business School

Other positions:

Previous:
Partner, McKinsey & Co
CEO, Cembrit Holding
Chief Strategy Officer, TDC
Investment Banking Analyst, Goldman Sachs International

See More

Christian Kofoed H. Jakobsen (1970)

Chief Financial Officer

Educational background:

MBA in Strategy, Bradford University, United Kingdom
BA in Finance (HD (F)), University of Copenhagen Denmark

Other positions:

SFT A/S (Board member)

Previous:
CFO, TOP-TOY A/S
Regional Key Account Director, ISS World Services A/S
Regional CFO, ISS World Services A/S
CEO, Saxo Privatbank A/S
Group Treasurer/SVP, ISS World Services A/S

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