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 assessing 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 has six annual board meetings 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

In 2017 the Board of Directors had seven members and held six board meetings. Each meeting lasted at least a day, ensuring enough time for performance discussions as well as adressing critical and strategic issues. Key topics of discussion this year related to category management, ERP implementation, driving sales and operational scale, general expansion as well as the company’s strategy.

There were no changes in the composition of the Board during 2017. However, in February 2018 the Board of Directors was extended to eight members by appointment of Margaret McDonald. Margaret brings extensive international retail experience mainly from the apparel/fashion industry.

During 2017, the Executive Management team was changed as Carsten Fensholt was appointed CFO replacing Henrik Skov, and in August 2017 Mette Maix was appointed CEO, replacing Michael Hauge Sørensen as interim CEO. Michael Hauge Sørensen remains a member of Zebra’s Board of Directors.

Audit Committee

The current members of the Audit Committee are Michael Hauge Sørensen (Chairman as of August 2015), Jacob Bier and Morten Hummelmose.
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 2017, the Audit Committee met three times. Key topics of discussion included financial reporting and other internal processes, ERP implementation, CSR activities, cyber security, insurance and general compliance.

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 adequate for a company with Zebra’s size and set-up.

In 2018, Zebra will continue to strengthen its control environment both in the local operating companies as well as on Group level.

Ownership and capital structure

EQT holds approximately 70% of the shares in Zebra A/S through Zebra Lux Holding S.a.r.l.
Approximately 28% of the shares are held by Mitco ApS, which is controlled by Lennart Lajboschitz, and approximately 2% 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 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.

At the end of 2017, the Board of Directors of Zebra consisted of 100% male members (unchanged compared to 2016). It is the Board’s ambition to increase diversity, including gender representation on the Board. In February 2018, the first female board member was appointed and Margaret McDonald joined the Board of Directors. 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. The target will be sought achieved 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

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:

Air Canada (Chairman)
FLSmidth A/S (Chairman)

TIA Technologies A/S (Chairman)

Scandic Hotels AB (Chairman)

Select Service Partner Plc (Chairman)

Nordic Aviation Capital A/S (Vice Chairman)

VFS Global (Board Member)

Unilode Aerospace (Board Member)

CP Dyvig & Co. A/S (Board Member)

Royal Caribbean Cruises Ltd. (Board Member)

Braganza AS (Board Member)

Rock’n Roll Forever Foundation (Board Member)

EQT Partners (Senior Advisor)

Morgan Stanley (Senior Advisor)

See More

Jacob Bier (1961)

Vice Chairman, Member since 1998

Educational background:

LLM, University of Copenhagen

Current position:

Professional Board Member

Other positions:

CERTA Intelligence & Security A/S (Chairman)

Nosomnia ApS (Chairman)

Hos Fischer ApS (Board Member)

Mitco ApS (Board Member)

See More

Lennart Lajboschitz (1959)

Member since 1998

Current position:

Board member 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 (Board member)

Copenhagen Bicycles ApS (Board Member)

Absalon Sønder Boulevard (Founder and Owner)

The Danish Film Institute (Vice Chairman)

See More

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)

Amer Sports Corporation (Board Member)

Penhaligons UK (Advisory Board )

MANGO (International Advisory Board)

See More

Margaret McDonald (1966)

Member since 2018

Educational background:

Certificate in Management Science, Dublin Institite of Technology, Ireland  
Grafton Academy of Fashion Design, Dublin, Ireland.
Diploma, Fashion Design. 

Current position:

Professional Board Member

Other positions:

Global President, Victoria’s Secret 2013 - 2018
Managing Director, Coast
CEO, LK Bennett
VP, Gap Inc
Other career roles include Marks and Spencer and Primark. 

See More

Michael Hauge Sørensen (1973)

Member since 2013

Educational background:

Executive training from Stanford, IMD and 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 and Co-owner)

Homemate A/S (Chairman)

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)

See More

Morten Hummelmose (1971)

Member since 2013

Educational background:

M.Sc. Economics, University of Copenhagen

M.Sc. Finance, University of London

Current position:

Chairman of EQT Partners Inc

Other positions:

Member of the Strategic Advisory Committee for Nordic Aviation Capital

Sitecore Corporation A/S (Board Member)

Sitecore Holding II A/S (Board Member)

Sitecore Holding III A/S (Board Member)

See More

Rolf Eriksen (1944)

Member since 2013

Educational background:

Design and scene painting degree

Current position:

Professional Board Member

Other positions:


Mitco ApS (Chairman)

Hos Fischer ApS (Board Member)

Nosomnia ApS (Board Member)

GoMore ApS (Board Member)

CERTA Intelligence & Security A/S (Board member)

Copenhagen Bicycles ApS (Board Member)

Absalon S.nder Boulevard (Founder and Owner)

Udviklingsplatformen (Board Member)

Mitco ApS (Chairman)

Hos Fischer ApS (Board Member)

Nosomnia ApS (Board Member)

GoMore ApS (Board Member)

CERTA Intelligence & Security A/S (Board member)

Copenhagen Bicycles ApS (Board Member)

Absalon S.nder Boulevard (Founder and Owner)

Udviklingsplatformen (Board Member)

See More

Executive Management

Mette Maix (1969)

Chief Executive Officer

Educational background:

MA in Business Language and Culture, University of Southern Denmark

Other positions:

Previous:
CEO, Berlingske Media
EVP Føtex, Dansk Supermarked
Marketing Director, Tesco Slovakia
EVP, SuperBrugsen, COOP

See More

Carsten Fensholt (1964)

Chief Financial Officer

Educational background:

M.Sc. Economics, Aarhus University

Other positions:

Previous:
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

See More
We use cookies to give you the best experience on our website. Here you can read more about how we use cookies and how you can change your settings.By continuing to use this site you are giving consent to cookies being used.