
notice of 12 months if given by the company
and six months if given by a member of the
Executive Group Management.
Board committees
The Board of Directors establishes dedicated
committees to supervise and solve specific
tasks. Currently, there are two committees: a
Remuneration and Nomination Committee,
and an Audit Committee.
The Remuneration and Nomination Committee
According to its charter, the Remuneration
and Nomination Committee assists the Board
of Directors with the recruitment of its
executives. In addition, it assists with the
establishment of remuneration for the Group’s
executives and helps ensure that the Group’s
general remuneration policies are balanced
appropriately and that the existing long-term
incentive programme is aligned with compara-
ble listed companies. Furthermore, the
committee evaluates the Board of Directors
and the Executive Group Management each
year, and makes recommendations to the
Board of Directors in relation to the skills that
the Board of Directors and the Executive
Group Management must have to best
perform their tasks. The committee also
assists the Board of Directors by selecting
and proposing candidates for executive
positions, often with the assistance of a
professional global search firm. In 2022, the
committee proposed new candidates for the
position of Group President and CEO, as Lars
Petersson, former Group President and CEO,
left the company. The committee convenes as
necessary. However, it has two fixed meetings
during the year.
The Audit Committee
The Audit Committee’s work includes assisting
the Board of Directors with its oversight
responsibilities for the financial reporting
process, the system of internal control, the
internal and external audit process, the
Group’s process for monitoring compliance
with laws and regulations and its Code of
Conduct, as well as risk management. The
Audit Committee reviews the annual report,
main accounting policies, including significant
accounting estimates and judgements,
treasury policy and tax policy. In addition, the
Audit Committee has an oversight role in
relation to the Group’s whistleblower reporting
system and cases. In 2022, the Audit
Committee also oversaw the annual review of
cybersecurity as well as the continued roll-out
of the ERP platform and the progress on
sustainability targets and reporting.
Internal Audit function
The Group Internal Audit function provides
assurance to the Board of Directors, the Audit
Committee and Executive Group Management.
It reports to the General Counsel with a dotted
line to the Group CFO and the Audit
Committee. The Head of Group Internal Audit
acts as the Secretary to the Audit Committee
and participates in all meetings and meets in
private with the Audit Committee at least once
a year. The Group Internal Audit function
provides assessments on the adequacy and
effectiveness of governance, compliance and
control processes. The assessments and
recommendations are reported to relevant
stakeholders, Executive Group Management
and the Audit Committee.
In accordance with its charter, the Audit
Committee annually assesses the need for a
Group Internal Audit function. Based on the
recommendations of the Audit Committee, the
Board of Directors determines whether a
Group Internal Audit function is required. The
Board of Directors’ assessment is that the
Group Internal Audit’s mandate and scope,
processes in place, and planned and per-
formed activities are adequate to provide
independent and objective assurance.
The whistleblower reporting system
Hempel has an internal whistleblower reporting
system. The whistleblower system enables any
employee or external stakeholder to anony-
mously report potentially irregular or unethical
conduct through a secure reporting portal. The
system is an important tool to ensure that
allegations of irregular or unethical conduct are
reported and addressed quickly. All reports are
treated confidentially and followed up by an
objective and independent investigation, led by
the Director of Compliance and Data Protection,
who recommends appropriate action to the
Ethics Committee. The Ethics Committee then
approves how to handle reported issues and
decides on appropriate action following the
investigation, including disciplinary action if
deemed necessary. The Ethics Committee
consists of: The Group CFO, Group Chief People
& Culture Officer and Group General Counsel.
You can read more about our work in the
business ethics and compliance area,
including reporting statistics from our
whistleblower system, on page 40.
Data Ethics Policy Statement, cf. section
§99 d of the Danish Financial Statements Act
The Hempel Group is committed to the
protection of personal data, ethical data
processing and data security.
The Group primarily processes data relating to
human resources, customer interactions and
supplier contact. When processing data,
Hempel adheres to the GDPR (General Data
Protection Regulation) as well as local applica-
ble privacy regulation in the countries where
Hempel is present. In addition, the Hempel
Group’s Data Ethics Policy, which reflects
Hempel’s commitment to manage data
responsibly, specifies that all processing of data
must follow the below listed ethical principles:
• Autonomy: The data subject shall be in
control of his/her own data.
• Equality and fairness: The technology may
not discriminate between equal partners and
data shall be processed in a fair manner.
• Dignity: The inherent dignity of the data
subject shall not be compromised.
• Progressiveness: The development of new
technology shall be progressed with imple-
mentation of data ethics in the solutions.
• Accountability: Any link of the supply chain
using technical solutions shall be responsi-
ble for the consequences of choices.
• Transparency: The processing of data shall
be transparent and traceable for the data
subject.
At all times when processing data, Hempel
strives to adhere to the principles of its Data
Ethics Policy and comply with applicable
legislation to ensure that employees, custom-
ers, suppliers and consumers feel safe when
entrusting the group with their data. We do not
sell customer data to third parties unless in
relation to the selling of a business or subsidi-
ary. The Hempel Group’s compliance depart-
ment is responsible for overseeing compliance
with the Data Ethics Policy, including initiating
relevant initiatives to support policy compliance
and development. In 2022, focus was on
further refining and formalising the Data Ethics
Policy and anchoring the policy within the
organisation. Through ongoing awareness
initiatives, Hempel will ensure that the organisa-
tion is fully aware of and committed to respect-
ing the principles of the Data Ethics Policy. Our
goal is to launch data ethics training for a
broader scope of our employees in 2023.
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