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Recommendations on Corporate Governance

As a listed Danish company, DSV observes the 'Recommendations on Corporate Governance' implemented by NASDAQ Copenhagen in its 'Rules for issuers of shares'. The latest updated version of the Recommendations (issued in May 2013 and updated in November 2014) contains 47 recommendations. The Recommendations are based on the comply-or-explain principle, which makes it legitimate for a company to either comply with the Recommendations or explain why it does not comply with them. DSV fully complies with 44 of the 47 recommendations, but does not comply with three recommendations. The recommendations on corporate governance are available on http://www.corporategovernance.dk/, the website of the Committee on Corporate Governance.

DSV has opted not to comply with parts of the recommendation on diversity at management levels, retirement age for members of the Board of Directors and independence in Board Committees.

Diversity at management levels
DSV derogates partially from the Recommendation on diversity at management levels. The Board of Directors discusses the Group's activities on a regular basis to ensure that the Group has optimal management teams at all management levels. The Board considers the issue of diversity, including international experience and gender, both in connection with new appointments and the evaluation of the composition of Management. However, the Board sees no clear connection between fixed levels of diversity and the optimal governance of the Group. For that reason, the Board of Directors has not found it expedient to set specific targets for diversity at management levels so far.

Retirement age for members of the Board of Directors
DSV does not comply with the Recommendation on retirement age for members of the board of directors. The Board acknowledges the Recommendation on an upper age limit for members of the board of directors, but wishes to focus on a board composition that is based on the competencies and experience of the individual members and not on age as a special consideration. The performance of the members of the Board is evaluated on an annual basis, and the composition of the Board is based on that evaluation and other parameters, but not on age.

Independence of board committees
DSV derogates partially from the Recommendation on independence of board committee members. The majority of the members of the Audit and Nomination Committees are independent. However, that is not the case with the Remuneration Committee, which has two members, of which Kurt K. Larsen is not independent. The Board of Directors wants to make use of the Chairman’s many years of experience and has furthermore decided that the Remuneration Committee be composed of no more than two members. Hence, the Board has decided to derogate from the Recommendation on independence of board members as regards the Remuneration Committee.

DSV has prepared the statutory report on corporate governance (in Danish “Lovpligtig redegørelse for virksomhedsledelse”) pursuant to the Danish Financial Statements Act article 107b. The report for 2016 can be found below: