Park Street Nordicom A/S is covered by the corporate governance recommendations, which are part of the listing rules on NASDAQ Copenhagen. The rules include the company’s communication and interaction with the company’s investors and other stakeholders, the tasks and responsibilities of the board, the composition and organization of the board of directors, the remuneration of the Board of Directors and the Executive Board, as well as the presentation of financial statements, risk management and auditing. The recommendations for corporate governance are publicly available on the website: www.corporategovernance.dk.
Park Street Nordicom’s Board of Directors and Executive Management constantly seek to ensure that management structure and control systems are appropriate and functioning satisfactorily. A number of internal procedures and controls have been implemented and are assessed on an ongoing basis.
As a listed company, Park Street Nordicom must follow the recommendations or explain if a recommendation is not followed and why the company has chosen differently. Park Street Nordicom has chosen to deviate from the following points:
It is recommended that the company publish quarterly reports.
In the period between the publication of full and half-yearly reports, Park Street Nordicom has chosen not to publish quarterly interim reports. Management believes that quarterly interim reports in addition to the half-yearly report will not contribute to a better understanding of the company’s activities.
It is recommended that the Board annually discuss the company’s activities in order to ensure a relevant diversity in the company’s management levels, including setting specific goals, and in the management’s report, in the company’s annual report and / or on the company’s website, explaining both its objective and the status of its performance.
Park Street Nordicom has not set specific targets for diversity in the company’s management levels, other than what is required in accordance with Company Law, as this is not considered relevant considering the size of the company.
It is recommended that the board of directors set up a nomination committee.
The Board of Directors believes that the tasks of describing the qualifications required by the Board of Directors and the Executive Board, and evaluating the structure, size, composition, results and management’s governing bodies, are best carried out by the Board of Directors.
Paragraph 3.4.7 and 3.4.8:
It is recommended that the board of directors set up a remuneration committee.
The Board of Directors has not considered it appropriate to set up a separate remuneration committee. The Board of Directors believes that the tasks of assessing management’s remuneration are best taken care of by the entire Board.
It is recommended, for example, that if the remuneration policy contains variable components, an agreement is entered into which entitles the company to, in exceptional cases, demand full or partial repayment of variable payables paid on the basis of information subsequently documented incorrect. Furthermore, if the remuneration policy contains variable components, it is recommended that criteria ensure that full or partial acquisition of a variable part of a remuneration agreement extends over more than one calendar year.
Park Street Nordicom has chosen to deviate from this point partially. Variable pay shares are based on specific objectives determined by the Board of Directors, which the Board uses as the basis for determining the amount of the variable salary component, which may not exceed 20% of the fixed annual salary.
Accordingly, Park Street Nordicom finds it relevant only to demand repayment of variable parts of wages in cases where Park Street Nordicom has a claim for repayment under Danish law.
In view of the company’s situation, it is considered inappropriate to have vesting periods extending over more than one year.