The Audit Committee

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The Audit Committee

The Audit Committee has two members elected by the Board from among its members. All members qualify as independent as defined by the US Securities and Exchange Commission (SEC). One member is designated as chairman and one member is designated as Audit Committee financial expert. One member is not regarded as independent under the Danish Corporate Governance Recommendations.

In 2007, the Audit Committee held four meetings and all members participated in all meetings. The CFO also attended all meetings.

The Board has in March 2008 elected the following to the Audit Committee: Kurt Anker Nielsen (Audit Committee Chairman and Financial Expert) and Jørgen Wedel (Audit Committee Member).

The size of the Audit Committee is being considered by the Board of Directors and it is expected that the Audit Committee will consist of three members after the Annual General Meeting 2009.

Roles and responsibilities
The Audit Committee assists the Board with oversight of a) the external auditor, b) the internal auditors, c) the procedure for handling complaints regarding accounting, internal controls, auditing or financial reporting matters ('whistleblower function'), d) the accounting policies, e) internal controls systems and f) post-completion review of fixed asset investments previously approved by the Board.

Under Danish law, the statutory external auditor is elected by the shareholders. All shareholders as well as the board have the right to propose candidates for election. The Audit Committee recommends to the Board the statutory external auditor to be nominated by the Board and elected by the shareholders at the Annual General Meeting.

Report from the Audit Committee
The Audit Committee works according to an Annual Wheel with standing items that the Audit Committee is required to consider at each meeting together with other matters, such as key events of the annual financial reporting cycle.

In 2007 the Audit Committee dealt with the following matters:

• The Audit Committee reviewed the 2006 Annual Report and Form-20 F.

• The Audit Committee discussed with the CFO, Head of Finance, Head of Group Internal Audit, the external auditor and the General Counsel:
  - material and relevant new accounting pronouncement, implementation of such, review of key accounting policies and the accounting for certain transactions and activities.
  - accounting for material legal and tax issues - significant accounting estimates, and - the scope and effectiveness of internal controls over financial reporting including Sarbanes Oxley requirements and monitoring of the trend in costs related to compliance

• The Audit Committee:
  - evaluated the performance and the independence of the external auditor and recommended the nomination of the external auditor to the Board of Directors
  - approved the appointment of a new head of the internal audit function and review the performance of the internal audit function

• The head of the Group Internal Audit and the external auditor reported on their audit activities, such as audit scope, audit planning, audit resources and on the results of audits conducted throughout the year.
  
• The Audit Committee Secretary gave an update on issues reported via the Whistleblower hotline and the results of a peer group analysis of whistleblower systems.

• The Audit Committee Secretary presented for review and approval the fee to external auditors for services performed in 2007 and pre-approval of the level of audit and non-audit services for 2008.

• The Audit Committee conducted a self assessment including a review of the Audit Committee charter.

• The Audit Committee performed a post completion review of finalized fixed asset investments approved by the Board of Directors.

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