Board and Shareholder Committees

Nomination Committee (Charter)

Members:  Ib Sønderby (chairman of the committee, individual independent of board and management), Scott Pagel (individual independent of board and management). One seat is temporarily vacant.

The Nomination Committee consists of 3 members directly elected by the General Meeting. The members must be independent from the Board of Directors and the Management, however, it is recommended that the chairman of the Board of Directors is a member of the Committee.

The tasks of the Nomination Committee are the following:

• Propose candidates for the Board of Directors for election by the shareholders at the Company's annual general meeting.
• Propose remuneration to be paid to the members of the Board of Directors, board committees and the nomination committee for approval by the shareholders at the Company's annual general meeting.
• Prepare, implement and analyze the Board of Directors' annual self-assessment.
• Present the nomination committee's recommendations at the Company's annual general meeting and give an account of the nomination committee's work.
• Any such additional task as the general meeting may deem appropriate and adopt with simple majority.

Audit Committee (Charter)

Members:  Chris Christopher (chairman of the committee as well as chairman of the board of directors); 2nd seat currently vacant.

The purpose of the Audit Committee of the Board of Directors (the “Board”) of Asetek A/S (together with its subsidiaries, the “Company”) shall be to:

• Oversee the accounting processes of the Company and audits of the financial statements of the Company;
• Assist the Board in oversight and monitoring of (1) the integrity of the Company’s financial statements, (2) the independent auditor’s qualifications, independence and performance, (3) the Company’s internal accounting and financial controls, and (4) the Company’s compliance with legal or regulatory requirements related to the financial standing and reporting of the Company;
• Provide the Board with the results of its monitoring and recommendations derived therefrom; and
• Provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board.

In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

Remuneration Committee (Charter)

Members: Jørgen Smidt (board member), Jim McDonnell (independent board member). 

The purpose of the Compensation Committee of the Board of Directors (the “Board”) of Asetek A/S (together with its subsidiaries, the “Company”) shall be to discharge the Board’s responsibilities relating to compensation of the Company’s executives and administration of benefit plans.

The Committee shall assist the Board in, as applicable, administering and overseeing (i) the Company’s compensation policies, plans and benefit programs, (ii) the administration of the Company’s equity-based plans and (iii) the compensation of the Company’s executive officers.