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

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.

Clock in wood

Board and Executive Management

In 2018 the Board of Directors was expanded from seven to eight members and held eight board meetings. Each meeting lasted at least a day, ensuring enough time for performance discussions as well as addressing critical and strategic issues. Key topics of discussion this year related to category management, procurement, logistics, driving sales and operational scale and efficiency as well as the company’s strategy.

In March 2018 Margaret McDonald joined the Board of Directors and in December 2018 Mads Ditlevsen replaced Morten Hummelmose on the Board of Directors. Furthermore, 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 and the Board of Directors now consists of seven members. Tore brings substantial operational and strategic experience from the private equity sector.

During 2018, the Executive Management team consisted of Mette Maix (CEO) and Carsten Fensholt (CFO). 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.

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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 2018, the Audit Committee met five times. Key topics of discussion included financial reporting and other internal processes, Enterprise Risk Management, insurance and general compliance.

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 2019, 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 2018, EQT held 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.

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. Zebra’s management is currently composed of 57% male and 43% 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 2018, the Board of Directors of Zebra consisted of 1 female (12.5%) and 7 males (87.5%). However, mid-June 2019 the Board composition changed and now consist of 5 male Board members. It remains 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

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)

Select Service Partner Plc (Chairman)

Nordic Aviation Capital A/S (Advisory Board Member)

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)

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Jacob Bier (1961)

Vice Chairman, Member since 1998

Educational background:

LLM, University of Copenhagen

Current position:

Senior counsel, Fried, Frank, Harris, Shriver & Jacobson

Other positions:

CERTA Intelligence & Security A/S (Chairman)

Nosomnia ApS (Chairman)

Hos Fischer ApS (Board Member)

Mitco ApS (Board Member)

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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)

Absalon Sønder Boulevard (Founder and Owner)

The Danish Film Institute (Vice Chairman)

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Mads Ditlevsen (1976)

Member Since 2018

Educational background:

M.Sc. in Finance and Accounting from Copenhagen Business School and Case Western Reserve University Ohio

Current position:

Head of EQT Partners Equity Team, Denmark and EQT Office, Copenhagen

Other positions:

Banking Circle (Board Member)

HusCompaniet (Board Member)

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Anders Misund (1973)

Member since 2019

Educational background:

M.Sc. in Business Administration from Norwegian School of Economics and Business Administration

Current position:

Head of EQT Nordics

Other positions:

Altus (Board member)

Itslearning (Board member)

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Tore Thorstensen (1951)

Member since 2019

Educational background:

MBA-Civilokonom from NHH Bergen (Norwegian School of Economics)

Current position:

Professional Board Member, Industrial Advisor EQT. Private Investor.

Other positions:

AutoStore (Chairman)

HusCompagniet (Board member)

KB Gruppen AS (Chairman)

Nordic Concrete Group AS (Board member)

Ø M Fjeld Holding AS (Chairman)

Kibord AS (Board member)

LY Insurance ASA (Board member)

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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

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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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