Annual Report Corporate governance Corporate governance DSB strives to ensure that the corporation’s objectives as well as its general principles and structures regulating the interaction between the owner, management bodies and the corporation’s other stakeholders comply with the recommendations for Corporate Governance at any given time. DSB provides information about attitudes and activities relating to Corporate Governance in its Annual Report and on its website. the recommendations of the Committee for Corporate Governance aim to create transparency in corporate management and are structured around the “follow-or-explain” principle. In April 2010 the Committee submitted its revised recommendations, which nASDAQ oMX Copenhagen subsequently in May 2010 decided to implement, meaning that the recommendations apply to financial years starting on 1 January 2010 or later. As a consequence of the fact that DSB is an independent public corporation and not a limited liability company there are certain parts of the recommendations whose purposes and aims are not found to be relevant to DSB. this is e.g. the case for a number of recommendations concerning the relationship with a large group of owners in listed companies. this concerns the recommendations about the exercising of ownership and communication with the owners as well as recommendations regarding the preparation of the annual general meeting, including its convening and instruments of proxy. Furthermore, the recommendations regarding information about shares, options and warrants owned by directors are not relevant. every year DSB’s management reviews the corporate governance recommendations. In this connection it makes a decision on whether any adaptations of DSB’s control and management principles are required. Ownership and legislation DSB is an independent public corporation and consequently wholly owned by the Danish state. the Danish Minister of transport undertakes the role of owner and exercises its ownership based on the principles of “the State as Shareholder (2004)”. DSB’s Board of Directors supervises the corporation’s results, management and organisation on behalf of the Minister of transport, while the executive Board is responsible for day-to-day operations. like other businesses that are wholly or partly owned by the state, DSB is subject to the Companies Act and the Financial Statements Act. In addition, the Act on Ministerial Responsibility, the Act on the Independent public Corporation DSB and on DSB S-tog A/S (“the DSB Act”) and other relevant legislation form the legal framework for the supervision and management of DSB. DSB’s objectives, management and tasks are regulated by the DSB Act. DSB prepares an annual report in pursuance of the Financial Statements Act, Danish Accounting Standards and the DSB Act. In addition, DSB is required to prepare segmental accounts which are subject to the accounting regulations applicable to DSB and, in this connection, conditions in terms of competition law for DSB. the legislation, the Articles of Association, the Board of Directors’ rules of procedure and the executive Board’s brief reflect DSB’s responsibility as a state-owned corporation to exercise corporate governance in all respects. Openness and communication DSB’s aim is to make communication between the corporation and its stakeholders (owner, customers and partners) as open and broad as possible, and to ensure that communication is as easy and effective as possible. DSB has adopted and published a corporate communication policy which sets out detailed guidelines for DSB’s internal and external communication. the communications policy 56 DSB Annual Report 2010
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