Corporate Matters
Shareholder Information
Össur’s shares are listed on Nasdaq Copenhagen. Össur was the 65th largest company of 125 companies listed onNasdaq Copenhagen when measured in terms of market value at year-end 2022.
Össur's share price decreased by 21% in 2022, compared to a 12% decline of the OMXC25GI index, a leading index forthe Danish equity market.
The share capital of Össur is ISK 423,000,000 nominal value, divided into the same number of shares. There is onlyone class of shares, and all shares carry one vote, besides treasury shares that do not carry voting rights.
No. of Shares
Industry
Ticker
Market
ISIN
Össur’s largest shareholder is William Demant Invest A/S (WDI) which held 52% of the total shares and 52% of the voting rights at year-end 2022. WDI has been a shareholder in Össur since 2004. In an announcement from WDI on 4 January 2018, when their ownership in Össur crossed the 50% threshold, it was stated that the intention was to hold 50-60% of Össur’s Ownership Structure shares going forward. Apart from Össur, the fund’s investment activities include holdings in Demant, a leading provider of hearing aids, as well as Vision RT, Vitrolife, CellaVision, Revenio, Jeudan, INVISIO, GN Store Nord and Pleo. In addition, ATP Pension Fund and the Pension Fund of Commerce had announced holdings above 5% in Össur at year-end 2022.
At year-end 2022, about 85% of Össur’s shareholders were located in Scandinavia. The remaining 15% of the shares are held by investors residing in other countries.
Capital Allocation
With emphasis on growth opportunities, value-adding investment opportunities and acquisitions, Össur decided to discontinue dividend payments and focus on returning excess capital to shareholders via purchase of own shares. This is in accordance with Össur's updated Capital Structure and Capital Allocation Policy approved by the Board of Directors in 2022. Accordingly, the Board of Directors will not propose to the Annual General Meeting in 2023 to pay a cash dividend.
Össur commenced a new share buyback program in February which was completed in October. Össur then initiated a new share buyback program which has been paused temporarily from 25 October as the net interest bearing debt to EBITDA corresponded to 2.8x at the end of Q3 2022, at the upper end of the target range of 2.0 - 3.0x NIBD/EBITDA, and the net interest-bearing debt to EBITDA was above the target range at year-end 2022, at 3.2x. The purpose of the share buyback program is to adjust the capital structure in line with the desired level of net debt to EBITDA.
At year-end 2022, treasury shares totaled 2,711,302. The Board of Directors will not propose to the Annual General Meeting in 2023 to reduce the share capital by way of cancelling 2,000,000 shares. The remaining shareholding may be utilized to meet share option obligations
Annual General Meeting
According to the Articles of Association, the Annual General Meeting (AGM) shall be held before the end of April. Össur’s AGM will be held on 10 March 2023. The meeting is convened with at least three weeks’ notice. The AGM results are sent to the news system of Nasdaq immediately following the meeting and are also made available on Össur’s website.
Financial Calendar
Annual General Meeting
10 March 2023
Capital Markets Day
30 March 2023
Interim Report Q1
25 April 2023
Interim Report Q2
25 July 2023
Interim Report Q3
24 October 2023
Interim Report Q4 and Annual Report 2023
30 January 2024
Annual General Meeting 2024
13 March 2024
Annual General Meeting
10 March 2023
Capital Markets Day
30 March 2023
Interim Report Q1
25 April 2023
Interim Report Q2
25 July 2023
Interim Report Q3
24 October 2023
Interim Report Q4 and Annual Report 2023
30 January 2024
Annual General Meeting 2024
13 March 2024
Capital Markets Day in 2023
Össur invites shareholders, financial analysts, investors, lenders and financial media to a Capital Markets Day in Copenhagen on 30 March 2023. The Capital Markets Day is hosted by Sveinn Sölvason, President and CEO, along with key members of our Össur Executive Management team. Further details on the Capital Markets Day, including the agenda and location, will be available on Össur's website.
Investor Relations
Össur’s policy is to disclose financial and corporate information to provide investors, analysts, and other stakeholders with comprehensive and accurate information to help them understand Össur’s current and expected developments. Six sell-side equity analysts currently cover Össur.
Financial reports, announcements, presentations, the financial calendar, upcoming events, share information, and other information is available on Össur’s website.
Contact Investor Relations
Edda Lára Lúðvígsdóttir, Investor Relations Director
Tel.: +354 844 4759
E-mail: [email protected]
Corporate Matters
Sustainability
Sustainability is embedded into our strategy and throughout our organization. We have a robust sustainability agenda and capture our commitment under the theme of Responsible for Tomorrow™. We are committed to maintaining high standards of ethical, environmental, and social responsibility.
Össur joined the UN Global Compact in 2011 and signed the UN Women’s Empowerment Principles in 2014. Össur has chosen six UN Sustainable Development Goals (SDGs) to contribute to, based on our sustainability commitment.
Our Environment
Responsible for our environmental impact
Our People
Responsible for enhancing the social well-being of our people & communities
Our Business
Responsible business leading with integrity and transparency
Our Sustainability Commitment
We provide products and services that contribute to good health, using responsible production methods and supporting climate action, while being a sponsor for inclusivity and transparency.
We believe that sustainable growth is the only way to build a successful and responsible business for the benefit of future generations.
Össur’s Key Performance Indicators
Össur’s Key Performance Indicators (KPI’s) are monitored and reported to the Executive Management. The KPI’s reflect Össur’s commitment to the UN Global Compact and the UN Sustainable Development Goals.
Gender Split Among Employees
Female Managers as % of Total Number of Managers
M51% / F49%
38%
M53% / F47%
38%
Our People
Principle 6
SDG 5
Code of Conduct Training
73%
n/a
Our Business
Principle 10
SDG 16
Carbon Neutral for Selected Emissions**
Electricity Purchased From Renewable Energy Sources
Yes
99%
Yes
99%
Our Environment
Principle 7, 8, 9
SDG 12, 13
Total Recordable Incident Rate, TRIR ***
New products Specially Designed for Elderly End-Users
Ongoing Prosthetic Studies which will Inform Developers About the Elderly Customer Group
0.8
3
46%
0.5
3
21%
Our People
SDG 3
SDG 8
Gender Split Among Employees
Female Managers as % of Total Number of Managers
Code of Conduct Training
Carbon Neutral for Selected Emissions**
Electricity Purchased From Renewable Energy Sources
Total Recordable Incident Rate, TRIR ***
New products Specially Designed for Elderly End-Users
Ongoing Prosthetic Studies which will Inform Developers About the Elderly Customer Group
* UN Global Compact (UNGC) and UN Sustainable Development Goals (SDGs)
** Össur was Carbon Neutral, for Scope 1 and 2, and selected Scope 3 emissions, following the Greenhouse Gas Protocol
*** Recordable Incidents per 100 FTE’s
Össur Sustainability Report
The Össur Sustainability Report contains detailed information on our sustainability priorities and progress and is available on our website. The ESG data in the 2022 report, has received a limited assurance by Deloitte.
Össur‘s Contribution to the UN Sustainable Development Goal
Össur’s largest impact on society is through innovative products, research activities and expertise in the field of Prosthetics and Bracing & Supports. Össur works with individuals, clinicians, and diverse communities around the world to support a better quality of life and to increase the mobility of millions of people. Consequently, our greatest impact is on Goal 3, Good Health and Well-Being. Additionally, Össur contributes to Goal 5 on Gender Equality, Goal 8 on Decent Work and Economic Growth, Goal 12 on Responsible Consumption and Production, Goal 13 on Climate Action, and Goal 16 on Peace, Justice and Strong Institutions.
SDG 3: Good Health and Well-Being
Össur is committed to designing a product portfolio focused on the needs of amputees over the age of 65. Supporting this group of individuals will benefit society in multiple ways, as improved mobility allows for more independence, improved quality of life and likely reduces pressure on healthcare systems.
SDG 5: Gender Equality
Össur believes in the importance of diversity in its broadest sense. Gender equality is not only fair, it also makes economic sense to utilize the skills, strengths and knowledge of all Össur employees equally. Össur will continue to support and implement policies and practices that prevent gender-based discrimination.
SDG 8: Decent Work and Economic Growth
Össur is committed to offering attractive job opportunities and good working conditions worldwide, thereby stimulating the economy. We protect labor rights and emphasize safety in all our operations. For decades, we have promoted learning opportunities for our own employees as well as the larger O&P community, through the Össur Academy.
SDG 12: Responsible Consumption and Production
Össur is actively working on reducing the environmental impact of our products. Analyzing the product lifecycle, from development, through production, use and disposal, enables us to make informed decisions on where to prioritize our efforts.
SDG 13: Climate Action
Össur takes responsibility for our environmental impact and we are continually improving our environmental management performance. We have committed to setting science-based emissions reduction targets.
SDG 16: Peace, Justice and Strong Institutions
Össur is committed to responsible business practices and making a meaningful contribution to peaceful and inclusive societies. We have a zero-tolerance policy when it comes to corruption and bribery, and we respect and support the rule of law. Our reporting is transparent, and we believe business ethics are fundamental for a global society to achieve sustainable development.
Environmental Metrics
The below reporting on environmental metrics is in accordance with the Nasdaq ESG reporting guide. Further details on environmental initiatives are discussed in Össur’s Sustainability Report.
E-1
GHG Emissions in tonnes CO2 equivalents (tCO2e)
UNGC P7
1.1
Scope 1 - Direct emissions, tCO2e
2,170
1,800
1,800
Stationary Combustion
570
550
500
Mobile Combustion
1,600
1,200
1,300
1.2
Scope 2 - Indirect emissions, tCO2e - Market based*
220
250
5,200
Purchased electricity and heat - Location-based
4,780
5,130
5,200
Purchased electricity and heat - Market-based*
220
250
5,200
1.3
Scope 3 - Other relevant indirect emissions, tCO2e
10,830
9,780
9,330
Finished Goods Suppliers electricity consumption**
150
290
2,200
Transportation and Distribution
7,330
7,740
4,700
Waste Generated in Operations
170
150
130
Business travel (Air, hotels, trains)
3,180
1,600
2,300
Total emission - Scope 1, 2, 3, (Market based), tCO2e
13,220
11,830
16,330
Retired Carbon Credits from emission reduction projects, tCO2e
13,220
11,830
E-2
Emissions Intensity
SDG 13, UNGC P7, P8
2.1
Total GHG emissions per revenue, tCO2e/USD million
18
16
26
Revenues (USD million)
719
719
630
E3
Energy Usage
SDG 12, UNGC P7, P8
3.1
Total energy directly consumed (MWh)
9,360
7,100
7,030
Stationary Combustion
2,850
2,300
2,230
Mobile Combustion
6,510
4,800
4,800
3.2
Total electricity consumed (MWh)
17,770
17,980
18,330
E-4
Energy Intensity
SDG 12, UNGC P7, P8
Total energy directly consumed per revenue, MWh/USD million
13
10
11
E-5
Energy Mix
% electricity from renewable sources ***
99%
99%
24%
% electricity from other energy sources
1%
1%
76%
E-6
Water Usage
6.1
Total amount of water consumed (m3)
124,000
92,000
89,700
E-7
Environmental operations
7.1
Does Össur follow a formal Environmental Policy?
Yes
Yes
Yes
7.2
Does Össur follow specific waste, water, energy, and/or recycling polices?
Yes
Yes
Yes
7.3
Does Össur use a recognized energy management system?
Yes
Yes
Yes
E-8
Climate Oversight / Board
Does Össur Board of Directors oversee and/or manage climate-related risks?
No
No
No
E-9
Climate Oversight / Management
Does Senior Management Team oversee and/or manage climate-related risks?
Yes
Yes
No
E-10
Climate Risk Mitigation
UNGC P9
Total amount invested, annually, in climate-related infrastructure, resilience, and product development.
n/a
n/a
n/a
E-1
1.1
1.2
1.3
E-2
2.1
E3
3.1
3.2
E-4
E-5
E-6
6.1
E-7
7.1
7.2
7.3
E-8
E-9
E-10
* According to the GHG Protocol Scope 2 Guidance, for the market-based method, all electricity purchased with canceled Energy Attribute Certificates (EACs) have an emission factor of 0
** Össur purchased Energy Attribute Certificates (EACs) for the electricity used in the production of Össur purchased finished goods under the Össur brand. This use of renewable energy from purchased products is accounted for following the hybrid method in "Purchased goods and services" category in the GHG Protocol Scope 3 Guidance
*** All electricity consumed (except Clinics Australia), backed up with Energy Attribute Certificates (EACs) for the first time According to the GHG Protocol Scope 2 Guidance, all electricity purchases with cancelled EACs have an emission factor of 0
Social Metrics
The below reporting on social metrics is in accordance with the Nasdaq ESG reporting guide. Further details on social initiatives are discussed in Össur’s Sustainability Report.
S-1
CEO Pay Ratio
UNGC: Principle 6
1)
CEO total compensation to median FTE total compensation
17
37
23
2)
Does your company report this metric in regulatory filings? Yes/No
Yes
Yes
Yes
S-2
Gender Pay Ratio
UNGC: Principle 6
Equal pay audit*
Yes
Yes
Yes
S-3
Employee Turnover
UNGC: Principle 6
1)
Year-over-year change for full-time employees
22%
19%
17%
2)
Year-over-year change for part-time employees
n/a
n/a
n/a
3)
Year-over-year change for contractors and/or consultants
n/a
n/a
n/a
S-4
Gender Diversity
UNGC: Principle 6
SDG 5
1)
Total enterprise headcount held by men and women
M 51% / F 49%
M 53% / F 47%
M 54% / F 46%
2)
Entry- and mid-level positions held by men and wome
M 49% / F 51%
M 52% / F 48%
M 52% / F 48%
3)
Senior- and executive-level positions held by men and women
M 59% / F 41%
M 64% / F 36%
M 66% / F 34%
S-5
Temporary Worker Ratio
UNGC: Principle 6
1)
Total enterprise headcount held by part-time employees
9%
8%
9%
2)
Total enterprise headcount held by contractors and/or consultants
199
107
144
S-6
Non-Discrimination
UNGC: Principle 6
SDG 16
1)
Does your company follow a sexual harassment and/or non-discrimination policy? Yes/No
Yes
Yes
Yes
S-7
Injury rate
SDG 8
1)
Total Recordable Incident Rate per 100 employees
0.8
0.5
0.7
S-8
Global Health and Safety
SDG 8
1)
Does your company follow an occupational health and/or global health & safety policy? Yes/No
Yes
Yes
Yes
S-9
Child & Forced Labor
UNGC: Principle 4, 5
SDG 16
1)
Does your company follow a child and/or forced labor policy? Yes/No
Yes
Yes
Yes
2)
If yes, does your child and/or forced labor policy See also: cover suppliers and vendors? Yes/No
Yes
Yes
Yes
S-10
Human Rights
UNGC: Principle 1, 2
SDG 16
1)
Does your company follow a human rights policy? Yes/No
Yes
Yes
Yes
2)
If yes, does your human rights policy See also: cover suppliers and vendors? Yes/No
Yes
Yes
Yes
S-1
1)
2)
S-2
S-3
1)
2)
3)
S-4
1)
2)
3)
S-5
1)
2)
S-6
1)
S-7
1)
S-8
1)
S-9
1)
2)
S-10
1)
2)
* Össur Iceland is audited in accordance with IST 85:201
Governance Metrics
The below reporting on governance metrics is in accordance with the Nasdaq ESG reporting guide. Further details on Governance related initiatives are discussed in Össur’s Sustainability Report. Össur’s Corporate Governance reporting complies with the Danish Recommendations on Corporate Governance. Further details on the Corporate Governance Reporting can be found in Össur’s Corporate Governance Report.
G-1
Board Diversity
1)
Percentage: Total board seats occupied by women (as compared to men)
M 60% / F 40%
M 60% / F 40%
M 60% / F 40%
2)
Percentage: Committee chairs occupied by women (as compared to men)
M 100% / F 0%
M 100% / F 0%
M 100% / F 0%
G-2
Board Independence
1)
Does company prohibit CEO from serving as board chair? Yes/No
Yes
Yes
Yes
2)
Percentage: Total board seats occupied by independents
D 60% / I 40%
D 60% / I 40%
D 60% / I 40%
G-3
Incentivized Pay
1)
Are executives formally incentivized to perform on sustainability? Yes/No
No
No
No
G-4
Collective Bargaining
UNGC: Principle 3
1)
Total enterprise headcount covered by collective bargaining agreement(s)
29%
29%
39%
G-5
Supplier Code of Conduct
UNGC: Principle 1, 2
SDG 12, 16
1)
Are your vendors or suppliers required to follow a Code of Conduct? Yes/No
Yes
Yes
Yes
2)
If yes, what percentage of your suppliers have formally certified their compliance with the code?*
n/a
n/a
76%
G-6
Ethics & Anti-Corruption
UNGC: Principle 10
1)
Does your company follow an Ethics and/or Anti-Corruption policy? Yes/No
Yes
Yes
Yes
2)
If yes, what percentage of your workforce has formally certified its compliance with the policy?**
73%
n/a
91%
G-7
Data Privacy
1)
Does your company follow a Data Privacy policy? Yes/No
Yes
Yes
Yes
2)
Has your company taken steps to comply with GDPR rules? Yes/No
Yes
Yes
Yes
G-8
ESG Reporting
UNGC: Principle 8
SDG 16
1)
Does your company publish a sustainability report? Yes/No
Yes
Yes
Yes
2)
Is sustainability data included in your regulatory filings? Yes/No
Yes
Yes
Yes
G-9
Disclosure Practices
UNGC: Principle 8
SDG 16
1)
Does your company provide sustainability data to sustainability reporting frameworks? Yes/No
Yes
Yes
Yes
2)
Does your company focus on specific UN Sustainable Development Goals (SDGs)? Yes/No
Yes
Yes
Yes
3)
Does your company set targets and report progress on the UN SDGs? Yes/No
Yes
Yes
Yes
G-10
External Assurance
UNGC: Principle 8
SDG 16
Are your sustainability disclosures assured or validated by a third party? Yes/No
Yes
Partly***
Partly***
G-1
1)
2)
G-2
1)
2)
G-3
1)
G-4
1)
G-5
1)
2)
G-6
1)
2)
G-7
1)
2)
G-8
1)
2)
G-9
1)
2)
3)
G-10
* 2020 numbers: percentage of suppliers categorized as critical suppliers. 2021/22 comparable numbers not available due to changes of the process in relation to new screening procedures. Will be implemented in 2023.
** Numbers not comparable. 2020 numbers: training based on previous policy and selected key employees. 2022 numbers: training on a revised Code of Conduct launched in December 2021 and training rolled out to all employees in 2022.
*** Limited Assurance by Deloitte in 2022. For 2020 and 2021 third party audits were perfomed on some of the data in the relevant reports
Corporate Matters
Corporate Governance
Organizational Structure
According to the Articles of Association, Össur is managed by Shareholders’ Meetings, the Board of Directors (the Board), and the Chief Executive Officer (CEO). Their roles and responsibilities are described below.
Shareholders' Meetings
The supreme authority in Össur’s affairs is in the hands of lawful Shareholders’ Meetings, within the limits provided for in the Articles of Association and law.
Resolutions at Shareholders’ Meetings generally require a simple majority. However, resolutions to amend the Articles of Association generally require two-thirds of the votes cast and capital represented.
Minutes of Shareholders’ Meetings are available on Össur’s website.
At each Annual General Meeting the shareholders:
- Confirm the consolidated financial statements and decide on the distribution of the net profit.
- Approve the Remuneration Policy.
- Decide on the remuneration for the Board of Directors.
- Elect the Board of Directors.
- Elect an auditor.
Other resolutions are made on an ad-hoc basis, such as:
- Amendments to the Articles of Association.
- Capital reductions.
- Authorizations for the Board of Directors to increase the share capital. - Authorizations to the Board of Directors.
- Purchase own shares.
- Initiate share buyback programs.
Board of Directors
The Board of Directors is the supreme authority in Össur’s affairs between Shareholders’ Meetings. The Board shall operate in accordance with the Articles of Association and the Board’s Rules of Procedure.
The Board of Directors’ work, role and responsibilities are further described in the Board’s Rules of Procedure, which are reviewed annually by the Board and updated as necessary.
The Board’s Rules of Procedure are available on Össur’s website.
The Board has various roles and responsibilities
- Establish goals for Össur and formulate the policy and strategy to achieve those goals.
- Hire a CEO to manage the daily operations, supervise activities and ensure that Össur’s organization and operations are in proper order.
- Ensure adequate surveillance of the accounting and financial management.
- Evaluate the capital structure.
- Evaluate the performance of the Board and the CEO.
The Board of Directors’ Annual Schedule
Quarter 1
January Meeting
Full-year results
Corporate Governance Statement
Capital Structure and Capital Allocation Policy
Agenda for the Annual General Meeting
Annual General Meeting
March Meeting
Election of Chairman and Vice Chairman
Appointment of the Audit Committee
Review of Internal Rules
Quarter 2
April Meeting
Quarterly results
Quarter 3
July Meeting
Half-year results
September Meeting
Strategy
Quarter 4
October Meeting
Quarterly results
December Meeting
Strategy and forecast
Performance evaluation
The Board of Directors is composed of five members, all elected by the shareholders at the Annual General Meeting for a term of one year. The Board shall be represented by at least 40% of each gender. Currently, there are three men and two women on the Board. All Board members, except one, have served for several years, which ensures consistency and good insights into Össur’s business and markets. Two of the Board Members are considered independent in accordance with the Danish Recommendations on Corporate Governance.
The Chairman and the Vice Chairman of the Board of Directors are elected each year following the Annual General Meeting. The Chairman’s main responsibility is to ensure that the Board performs its duties in an orderly and efficient manner. In the absence of the Chairman, the Vice Chairman performs his duties. Niels Jacobsen has served as the Chairman since 2006 and Svafa Grönfeldt as the Vice Chairman since 2021.
Further information on the Board of Directors is available on Össur’s website.
Niels Jacobsen, Chairman
No
Danish
Male
17 Years
Svafa Grönfeldt, Vice Chairman
No
Icelandic
Female
14 Years
Arne Boye Nielsen
No
Danish
Male
13 Years
Alberto Esquenazi
Yes
American
Male
2 Year
Guðbjörg Edda Eggertsdóttir
Yes
Icelandic
Female
9 Years
Niels Jacobsen, Chairman
Svafa Grönfeldt, Vice Chairman
Arne Boye Nielsen
Alberto Esquenazi
Guðbjörg Edda Eggertsdóttir
Audit Committee
The Audit Committee’s main objective is to ensure a competent and independent audit of Össur and supervise the internal control system and risk management. The Audit Committee’s responsibilities are further described in the Audit Committee’s Terms of Reference, which are reviewed annually by the Board of Directors and updated as necessary. The Audit Committee’s Terms of Reference are available on Össur’s website.
The Audit Committee is composed of three Board members. The majority of the Audit Committee shall be independent of Össur, the CEO and the Auditor.
Audit Committee members shall possess the knowledge and expertise needed to perform the tasks of the Audit Committee. At least one Audit Committee member shall have solid knowledge and experience in the field of financial statements or auditing. Arne Boye Nielsen has served as the Chairman of the Audit Committee since 2012.
Further information on the Audit Committee is available on Össur’s website
The Audit Committee has various roles and responsibilities
- Ensure a competent and independent audit.
- Submit proposals to the Board on the nomination of an auditor candidate at the Annual General Meeting.
- Submit proposals to the Board on an agreement with the Auditor, containing e.g. provisions on the audit fees as well as the general scope of the Auditor’s non-audit services.
- Monitor and evaluate the Auditor’s work, including the audit of the consolidated financial statements.
- Monitor the preparation of financial statements and report to the Board on significant accounting policies, significant accounting estimates, related party transactions and uncertainties and risks, including in relation to the outlook, prior to the Board’s approval of financial statements.
- Monitor and assess Össur’s internal control systems and its risk management and perform other related tasks and duties.
- Monitor and assess Össur’s management of compliance and security risks.
- Assess the need for an internal audit function taking into consideration the scale and complexity of Össur’s activities, risk factors and cost / benefit considerations.
The Audit Committee’s Annual Schedule
Quarter 1
January Meeting
Report on prior year audit (presented by the Auditor)
Audit Committee report to the Board on prior year
Compliance & Security update
Quarter 2
April Meeting
Election of Chairman
Compliance & Security update
Quarter 3
July Meeting
Audit plan for the coming year (presented by the Auditor)
Company’s report on various accounting and control items
Compliance & Security update
Internal Control update
Quarter 4
October Meeting
Company’s report on internal controls
Assessment of the need for an internal audit
Compliance & Security update
December Meeting
Meeting with the Auditors
*The Chairman of the Board and the Vice Chairman of the Board also attended all the Audit Committee meetings except one.
Nomination Committee
A Nomination Committee was established in 2022. The Nomination Committee’s main objective is to prepare recommendations to the Board in relation to the composition, development, and succession of the Board. The Nomination Committee’s responsibilities are further described in the Nomination Committee’s Terms of Reference, which are reviewed annually by the Board of Directors and updated as necessary. The Nomination Committee’s Terms of Reference are available on Össur’s website.
The Nomination Committee is composed of the Chairman of the Board, the Chairman of the Audit Committee and the CEO.
Remuneration Committee
A Remuneration Committee was established in 2022. The Remuneration Committee’s main objective is to prepare recommendations to the Board in relation to the remuneration policy and remuneration for the Board, the CEO, and the Executive Management. The Remuneration Committee’s responsibilities are further described in the Remuneration Committee’s Terms of Reference, which are reviewed annually by the Board of Directors and updated as necessary. The Remuneration Committee’s Terms of Reference are available on Össur’s website.
The Remuneration Committee is composed of the Chairman of the Board and the Chairman of the Audit Committee.
Board Performance Evaluation
The Board of Directors conducts a performance evaluation each year, which includes an evaluation of individual contribution, co-operation within the Board and with the CEO, the Chairman’s leadership, committee structure and committee work, setup of meetings and quality of board material, etc. The Board also evaluates its composition each year to ensure that the Board members have the relevant knowledge between them, professional experience, expertise, and skills required to perform the Board’s tasks in the best interest of Össur. The Chairman oversees the evaluation process and proposes actions to be taken, if any. The Chairman shall seek external assistance at least every three years.
The Board performance evaluation for 2022 was carried out internally and discussed by the Board in December 2022. The general conclusions of the evaluation were the following:
- The Board members agreed that the Board size was right, and that the composition provided a good mix of different backgrounds and nationalities, international business experience, specific competencies, and gender diversity.
- The Board discussed how the Board could assist management in driving the strategy providing more feedback on the process during the year.
- The Board discussed the mandate of the committees and agreed that the current committee setup worked well.
- The Board agreed that the material provided to the Board was very good and received in good time. Consequently, the Board members had been able to prepare well for the Board meetings and have meaningful discussions with the management.
Chief Executive Officer
The CEO is responsible for Össur’s daily operations and is obliged to follow the Board of Directors’ policy and directions, within the limits provided for by the Articles of Association and law. The daily operations do not include measures that are unusual or extraordinary, which may generally only be taken if specially authorized by the Board. The CEO is not a Board member, but shall attend Board meetings and has the right to participate in discussions and put forward proposals, unless otherwise decided by the Board in specific instances.
The Board of Directors evaluates the CEO’s performance each year. Subsequently, the Chairman of the Board and the CEO have a meeting to discuss the results of the evaluation and the actions to be taken, if any.
Executive Management
Össur also has a wider Executive Management consisting of the CEO, the CFO and Executive Vice Presidents. The Executive Management generally meets every week and collectively prepares and implements Össur’s strategic plans. The CEO is responsible for the work and results of the Executive Management.
The CEO evaluates the performance of other members of the Executive Management each year and discusses the results of the evaluation with each member and the actions to be taken, if any.
Further information on the Executive Management is available on Össur’s website.
Remuneration of the Board of Directors and the Executive Management
At Össur’s Annual General Meeting on 8 March 2022, the shareholders approved a Remuneration Policy, which applies to the Board of Directors, the CEO and other members of the Executive Management. The Remuneration Policy was prepared by the Board of Directors and was approved without any amendments. The Remuneration Policy is available on Össur’s website.
Information on the remuneration of the Board of Directors, the CEO and other members of the Executive Management can be found in the Remuneration Report, available on Össur’s website.
Recommendations on Corporate Governance
Össur follows the Danish Recommendations on Corporate Governance issued on 2 December 2020 by the Danish Committee on Corporate Governance, which are available on the Committee's website. The Recommendations are the best practice guidelines for companies admitted to trading on a regulated market in Denmark.
Each year, the Board of Directors evaluates and decides to what extent Össur should comply with the Recommendations and consequently, whether relevant rules, policies and processes should be adopted or updated.
In general, the Board of Directors shares the Committee’s views on corporate governance and, accordingly, Össur complies with most of the recommendations. In the few cases where Össur deviates from the Recommendations, the “comply or explain” principle is applied, and well-founded explanations are provided on why the relevant recommendation is not considered appropriate or desirable for Össur.
Össur’s Corporate Governance Report is approved by the Board of Directors. The Report includes both the statutory statement on corporate governance as well as comments and information on each item in the Recommendations. The Corporate Governance Report is available on Össur’s website.
Corporate Matters
Board of Directors
Niels Jacobsen
Chairman of the Board of Directors
Dr. Svafa Grönfeldt
Vice Chairman of the Board of Directors
Arne Boye Nielsen
Member of the Board of Directors
Dr. Alberto Esquenazi
Member of the Board of Directors
Gudbjörg Edda Eggertsdóttir
Member of the Board of Directors
Corporate Matters
Executive Management
Sveinn Sölvason
President and CEO
Gudný Arna Sveinsdóttir
Chief Financial Officer
Christian Robinson
EVP of Americas and Global Bracing
Egill Jónsson
EVP of Operations
Gudjón G. Kárason
EVP of EMEA & APAC
Hildur Einarsdóttir
EVP of Research and Development
Ólafur Gylfason
Chief Commercial Officer
Margrét Lára Fridriksdóttir
EVP of People, Strategy & Sustainability