Terms of reference for the Strategy Committee in GN Store Nord A/S
Purpose
The Strategy Committee has been established by the Board of GN Store Nord (“GN” or the “Company”) to
explore potential strategic technology research and development based opportunities outside - but
related to – GN´s existing business areas. The Board fundamentally believes that the R&D capabilities of
GN ReSound and GN Netcom are outstanding and represents assets that can be further leveraged. This
gives GN a unique possibility for exploring adjacent opportunities for GN within the field of sound.
Strategic Rationale
The GN group possesses unique R&D capabilities within sound communication and processing, audiology,
ear anatomy and sensory measurement instrumentation. The advanced technology know-how of the
group includes wireless two-way communication, noise cancellation, feedback suppression, ultra-low
power design, occlusion management, ear product design, miniaturization and seamless integration with
phones and computer software. In short, this set of skills provides a substantial asset in the field of
sound processing.
GN is therefore well positioned to benefit from important anticipated megatrends including: The
convergence of communication technology, aging population and the growth of mobile health services.
World class Unified Communications products by GN Netcom, truly wireless hearing aid solutions by GN
ReSound and easy-to-use objective screening devices with integrated data-communication by GN
Otometrics are recent examples of successful innovation that GN can and will leverage further on.
Since 1869, GN has delivered innovative solutions within communication deploying various technologies.
Moving first with innovation has driven significant top and bottom line for GN. Historic examples include:
The first telegraph lines to Asia, the first non-incumbent mobile network in Denmark (Sonofon), early
optic fiber networks and Bluetooth headsets. An example of an industry standard setting invention by GN
was open fit hearing aids, enabled by Digital Feedback Suppression (DFS), invented by combining R&D
capabilities originating from Danavox, Philips Hearing and ReSound Corporation.
The Board has decided that GN will be “an innovation driven leader in the field of sound processing”
leveraging excellence within hearing/listening related products, sound processing, measurement
instrumentation and seamless, invisible, hands-free communication.
This ambition will be realized via organic growth combined with focused technology investments that
provide a significant contribution to profitable growth. GN will seriously consider partner with start-ups,
universities, venture funds and other players where relevant and will focus on segments where GN can
obtain a leading global position. Significant income may also be generated based on our intellectual
property, in the form of licensing fees and/or the sale of patent protected components to other suppliers.
We want to build sustainable competitive advantages for our existing and new businesses based on
enhanced innovation capabilities.
Structure and membership
Composition
The Committee shall be made up of no less than 3 non-executive directors of the Board appointed by the
Board. The Chairman of the Board shall be a member of the Committee. Others may be invited by the
Committee’s Chairman to attend all or part of any meeting.
Chairman
The Chairman of the Committee shall be appointed by the Board. In his absence, the Committee will elect
a Chairman from amongst the Committee’s members for that meeting.
Secretariat
The Committee appoints a Secretary of the Committee.
The Secretary will endeavor to ensure that each committee member receives written material in a timely
manner ahead of meetings so that the meetings can function effectively.
Attendance and Quorum
Members of the Company’s executive and senior management shall attend the meetings by invitation, in
accordance with items on the agenda.
A quorum shall consist of 2 members, one of whom must be the Chairman of the Committee.
Frequency of meetings
The Committee shall meet as frequently as it deems necessary and in any event not less frequently than
6 times per year. The Chairman of the Committee may call meetings of the Committee.
Agenda
The agenda for the meetings will be set by the Chairman of the Committee. Individual members of the
Committee will have the right to place items on the meeting agenda. Items to be discussed at the
meeting must be included on the agenda, but under exceptional circumstances an item not on the
agenda may be addressed at the meeting provided all members present or represented agree to this
addition. Invitations to meetings and the agendas of meetings may be sent by facsimile, email or other
electronic means.
Authority and responsibility
The Committee’s role is one of consultation and advice to the Board. The Committee shall provide advice,
challenge and expertise so that strategic options may be explored fully before being tabled at a meeting
of the Company’s Board for deliberation and approval.
The Committee shall perform the following functions:

To review, assess and advise on the Company’s strategic opportunities outside the Company´s
current business areas, having regard to the interests of its shareholders, customers, employees
and other stakeholders before its submission for approval to the Company’s Board;

To review proposed acquisitions (including by way of joint venture or partnership in any legal form)
outside the Company´s current business areas before submission for approval to the Company’s
Board;

Identified and assess existing and lacking innovation capabilities of GN.
Access to management and outside advisers
Access to Management
The Committee shall have full and unrestricted access to the Company’s management team, employees
and external organizations (via the Committee Chairman and Secretary), as the Committee deems
necessary to prepare the issues to be discussed. The Company’s CEO´s shall be consulted whenever the
Committee shall seek access to members of the Company’s management team (other than the
Company’s CEO and CFO) and employees so that no unreasonable demand may be imposed by the
Committee on the Company’s management and employees.
All employees are directed to co-operate with any requests made by the Committee.
Access to Outside Advisers
The Committee is authorized by the Board, at its discretion, to obtain independent professional advice
and to secure the assistance of outsiders with relevant expertise: the cost of providing such advice and
assistance to the Committee shall be borne by the Company.
Reporting
The Chairman of the Committee shall report the Committee’s actions, plans and recommendations to the
Board. The Committee shall have no executive powers with respect to those plans and recommendations.
Confidentiality and conflicts of interest
Given the high sensitivity of materials and information to be reviewed by the Committee, all members of
the Committee are reminded of their duty of confidentiality to the Company. Any third party involved in
the Committee’s work shall be bound either by undertakings of professional secrecy or by ad hoc
confidentiality agreements with the Company.
Members of the Committee shall declare any conflicts of interest in relation to the work of the Committee.
The Company’s Chairman shall be responsible for ensuring that any conflict of interests or duties arising
at Committee level be dealt with in accordance with the relevant provisions in the Company’s articles of
association.
Annual evaluation and terms of reference review
Annual Self-evaluation
The Committee shall perform an annual review and self-evaluation of the Committee’s performance,
including a review of the Committee’s compliance with these Terms of Reference.
The Committee shall conduct an evaluation and review in such manner as it deems appropriate, and
report the results of the evaluation to the Board. This should, in principle, be carried out prior to the
Board’s own self-assessment.
Terms of Reference Review
The Committee shall review and assess the adequacy of these Terms of Reference on an annual basis,
and, if appropriate, shall recommend any proposed changes to the Board for approval.
Approved at the Board meeting on January 30, 2014.