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Supervisory Board

The Supervisory Board (“SB”) is part of an organizational structure which includes 2 governing bodies in the Company, the other governing body being the Executive Board (“EB”). This structure may be described as the Danish equivalent to the classic two-tier setup since – among others – the SB members are restricted from being EB members and vice versa.

[...]

Division of Duties: Generally speaking, the SB supervises and appoints the EB members, however the SB has no responsibility for the management of the Company as such. Accordingly, the EB performs the overall, the strategic and the “day-to-day” management of the Company and must ensure proper organisation and adequate capital resources.

Composition: The SB of a Public Limited Liability Company (“Public LLC”) must consist of at least 3 members and no maximum applies. Only natural persons with full legal capacity can be SB members. Usually the SB elects its own Chairman, unless otherwise provided in the Articles of Association (“AoA”) of the Company. The Chairman of the SB of a listed company may generally not perform any duties not related to his duties as Chairman. 

Appointment/Dismissal Competence: The SB members are appointed and dismissed by the shareholders at the General Meeting ("GM") of the Company by a simple majority of votes. However, the AoA may provide public authorities or other parties with the right to appoint and dismiss one or more SB members. In a Public LLC the majority of the SB members must be appointed by the shareholders at the GM. Furthermore, depending on the number of employees in the Company, the employees may as well be entitled to appoint and dismiss employee representatives for the SB, amounting to approximately one-third of the total SB members. The SB members are appointed for a maximum period of 4 years or for a shorter period stipulated in the AoA with the possibility of reappointment. A SB member may resign at any time.

Alternates: Alternates (in Danish: “suppleanter”) may be appointed for the SB, either as (i) “general” alternates being able to a represent any SB member who is absent or (ii) “specific” alternates representing a specific SB member who is absent. It is optional whether alternates are appointed or not. The procedure for appointing and dismissing alternates is similar to the procedure for appointing and dismissing SB members. The appointment and dismissal of SB members and alternates may be handled simultaneously at the same GM.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by a representative of the SB.

Maximum 4 weeks and minimum 2 weeks prior to the GM or 5 and 3 weeks prior for listed Public LLCs (unless the AoA requires a longer notice period) prior to the GM. 

No.

No.

Yes, if all Shareholders of the Company concur.

In Private LLCs notice is to be given in writing (by letter or by email if electronic communication is adopted by the GM) to all Shareholders registered by name in the Company's Shareholders Register.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, the GM may be held by written procedure if all Shareholders concur.

The appointment will become effective as per the date of the GM and is generally not affected by the registration with the Danish Business Authority (cf. Step 3).

3

Filing with the Danish Business Authority.

(i) Registration form on paper;

(ii) The new SB member's consent to the registration.

Yes, to be signed by the person filing the registration.

No later than 2 weeks following the GM.

No.

No.

No.

Information needed in respect of each new SB member; (i) non-Danish citizens: PDF copy of passport and home address, (ii)  Danish citizens: social security number (in Danish “CPR”).

Documentation showing that the new SB member is well aware of the registration with the Danish Business Authority may make up for consent.

1
Step 1
0-5 weeks*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-7 weeks

*Less than 2 weeks only possible if Step 1 is waived.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of GM.

Convening notice.

No, however usually signed by a representative of the SB.

Maximum 4 weeks and minimum 2 weeks prior to the GM or 5 and 3 weeks prior for listed Public LLCs (unless the AoA requires a longer notice period) prior to the GM.

No.

No.

Yes, if all Shareholders of the company concur.

In Private LLCs notice is to be given in writing (by letter or by email if electronic communication is adopted by the GM) to all Shareholders registered by name in the Company's Shareholders Register.

2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice (unless waived, cf. Step 1).

No.

No.

No, however, the GM may be held by written procedure if all Shareholders concur.

The dismissal will become effective as per the date of the GM and is generally not affected by the registration with the Danish Business Authority (cf. Step 3).

3

Filing with the Danish Business Authority.

Registration form on paper.

Yes, to be signed by the person filing the registration.

No later than 2 weeks following the GM.

No.

No.

No.

1
Step 1
0-5 weeks*
2
Step 2
0 weeks
3
Step 3
0-2 weeks

0-7 weeks

*Less than 2 weeks only possible if Step 1 is waived.

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Plesner has provided all input about changing board members in Denmark. Plesner is recognized [...] as a leading Danish full-service law firm. Plesner covers all important areas of commercial law and is continuously rated among the best law firms in Denmark. Plesner carries out large and complex legal projects and our specialists are among the absolute best in their fields.

For more information about Plesner and changing board members in Denmark, please use the below contacts:

CONTACT: Lars Bunch, Partner
TEL: +45 36 94 11 36
EMAIL: labu@plesner.com
WEB: www.plesner.com