Variación del Índice de Monitoreo y Evaluación en Sinaloa, 2011-

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Recommendations from the Committee

on Corporate Governance

The Committee on Corporate Governance (CCG) issued revised recommendations in April 2010, which were further amended in August 2011.

As a listed company, TDC is covered by the

recommendations issued by the CCG and must – either in its annual report or on its website – publish a Corporate Governance statement based on the recommendations in line with the “comply-or-explain” principle. TDC’s Corporate Governance Statement 2012 is available on

investor.tdc.com/governance.cfm. The recommendations are available on the CCG website at

www.corporategovernance.dk.

TDC’s focus on corporate governance compliance is clearly reflected in the Company's compliance with 75 of the 79 numbered recommendations.

Half of the four cases of non-compliance with the recommendations are due to TDC’s ownership structure. During most of 2012, TDC was subject to the controlling influence of a major shareholder, which did not facilitate TDC’s ability to comply with recommendations regarding the selection and nomination process and composition of the Board of Directors.

Guidelines from the Danish Venture

Capital and Private Equity Association

(DVCA)

In June 2011, the Danish Venture Capital and Private Equity Association issued revised guidelines for responsible ownership and good corporate governance in private equity funds in Denmark. In the period 2008 – 2011, TDC approached the DVCA guidelines based on a “comply-or- explain” principle, in its annual reports and/or on the Company’s website. TDC is no longer considered to be under the controlling interest of a shareholder ultimately controlled by equity funds. As TDC is therefore no longer covered by the DVCA guidelines, these guidelines will not be addressed in this annual report nor on the Company’s website.

Internal control and risk management

systems for financial reporting

TDC’s internal control and risk management systems for financial reporting are designed to provide assurance that internal and external financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union. The financial statements also comply with the additional Danish disclosure requirements for annual reports of listed companies, and the assurance that true and fair financial statements without material misstatements and irregularities are presented. TDC’s detailed statutory reporting for 2012 on internal control and risk management systems for financial reporting is included as part of TDC’s Corporate Governance Statement 2012 at

investor.tdc.com/governance.cfm.

The Board of Directors has considered a recommendation from the Audit Committee and concluded that the existing control environment within TDC is adequate and that there is no basis for establishing an internal audit.

The Board of Directors

TDC’s Board of Directors has 17 members, eleven elected by the General Meeting and six elected by the employees. All members of the Board of Directors act in the interest of TDC. The members of the Board of Directors who are also partners of the equity funds that ultimately control the major shareholder of TDC do not represent these equity funds on the Board of Directors. In 2012, the Board of Directors held 12 meetings and two strategy sessions. The Board of Directors has an international profile and some diversification in relation to age and gender. As the Board of Directors aims to further strengthen diversification in relation to gender, an objective has been set with regard to the board members elected by the General Meeting. By the end of 2015, no gender shall be represented on the Board of Directors by less than 25%. In 2012, when the objective applied to the independent board members only, the percentages of independent female and male board members were 17% and 83%, respectively.

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The wide variety of relevant competences and experience represented on the Board of Directors can be summarised as follows: financial competency; legal competency; fast- moving consumer goods experience; customer relationship experience combined with innovation and thinking outside the box; international telecommunications experience and senior executive experience from other Danish listed companies. The competencies and experience of the individual board members are presented in the Management section.

In 2012 – as in 2011 - the Board of Directors conducted a formal self-evaluation of its performance with external assistance. The purpose – besides securing compliance with the corporate governance recommendations – was to identify any possible improvement areas for the Board of Directors concerning the quality of the Board of Directors’ work and thereby its value creation. The Chairman was in charge of the Board of Directors’ self-evaluation comprised four steps. First, each board and executive committee member completed a questionnaire about general board performance, board composition, the board members and the Chairman. Board members then completed an individual questionnaire on their own individual performance. Next, based on the responses to the questionnaires, the Chairman held review sessions with selected board members. Finally, the main conclusions of the

questionnaires and review sessions were discussed at a board meeting. The Vice Chairman was in charge of evaluating the Chairman at this meeting. The Board of Directors’ self-evaluation revealed that the Board of Directors is functioning efficiently.

The Board of Directors has set up an Audit Committee, a Compensation Committee and a Nomination Committee.

The Audit Committee consists of Søren Thorup Sørensen (Chairman), Vagn Sørensen, Stine Bosse, Lawrence Guffey and Andrew Sillitoe. Its duties comprise assisting the Board of Directors with activities including: (i) monitoring the financial reporting process, (ii) monitoring the efficiency of TDC’s internal control system and any internal auditing and risk management systems, (iii) monitoring the statutory audit of the Annual Report, (iv) recommend the

appointment of TDC’s independent auditors to the Board of Directors, and monitoring and checking the independence of the auditors, including in particular the delivery of non- audit services to TDC. The Audit Committee held three meetings in 2012.

The Compensation Committee consists of Vagn Sørensen (Chairman), Pierre Danon, Angus Porter, Lars Rasmussen, Henrik Kraft and John Hahn. The Compensation Committee approves the compensation and other terms of

employment for the members of TDC’s Executive Committee as well as the framework of the TDC Group’s incentive programme. This includes defining targets for and approving payment of the annual bonus for the members of the Executive Committee. The Compensation Committee also proposes to the Board of Directors the size of the Board of Directors’ fee, which is approved at the Annual General Meeting. The Compensation Committee held five meetings in 2012.

The Nomination Committee, which consists of the same members as the Compensation Committee and is also chaired by Vagn Sørensen, assists the Board of Directors with activities including: (i) identifying and recommending candidates for the Board of Directors; (ii) recommending candidates for the Executive Committee based on proposals made by the Chief Executive Officer, and (iii) reviewing and proposing recommendations for the Board of Directors concerning adoption of TDC’s position on the Recommendations for Corporate Governance issued by the Committee on Corporate Governance. The Nomination Committee held ten meetings in 2012.

Management