Overview / Governance

Governance

Alm. Brand A/S reviews its corporate governance standards at regular intervals.

We believe that corporate governance is key to achieving our goals, which include a number of specific financial targets and growth targets as well as customer and employee satisfaction targets.

Furthermore, we consider open and constructive interaction with the external community a prerequisite of a correct pricing of Alm. Brand's shares.

The Board of Directors and the Management Board of Alm. Brand A/S believe that corporate governance should be based on a holistic approach that considers relations and the interaction with all stakeholders. Alm. Brand strives to obtain maximum transparency and openness and thus agrees with the basic principles of the corporate governance recommendations. This is reflected in the company’s management approach, which generally complies with the corporate governance recommendations.

The Committee on Corporate Governance from time to time updates its specific recommendations on corporate governance, most recently in June 2013. Alm. Brand considers these recommendations applying the “comply or explain” principle. The recommendations are classified in five main areas as indicated below. Alm. Brand's position on each individual recommendation appears from the outline below.

Communication and interaction by the company with its investors and other stakeholders

We believe that Alm. Brand's core values and conduct towards all stakeholders are key elements in the future development of the company. We are therefore fully aware that maintaining open and constructive interaction with our stakeholders is in everybody's interest. That is why we have defined, within the framework of our corporate values

  • Ordinary common sense
  • Mutual respect
  • Holism and proximity
  • Will to succeed

a number of rules for interacting with Alm. Brand's stakeholders. Moreover, management has approved a number of communications policies for shareholders, employees and the media. Lastly, the Board of Directors has adopted a CSR policy.

The corporate values apply throughout the group, and management continuously oversees compliance with the defined corporate values and is committed to implementing the communications policies adopted.

We aim to maintain openness and transparency in all matters relating to Alm. Brand. We intend to achieve this by maintaining ongoing contact with equity market investors, the media and the general public.

Each share carries one vote at general meetings. There are no voting restrictions.

In order to maximise shareholder attendance and influence, all registered shareholders receive personal notice of general meetings. General meetings are convened at 3-5 weeks' notice.

The shareholders may vote by proxy, and proxies may be issued for a specific general meeting only. Shareholders may differentiate their votes on the proxy form and they may also vote by correspondence. Alm. Brand regularly considers other methods of improving the shareholders' access to exercising their influence.

Alm. Brand strives to continually improve the contact to shareholders and the equity market in general and therefore uses several different channels of communication – of which the Internet is increasingly gaining in importance.

Management has opted not to set up contingency procedures in the event of takeover bids from the time that the board of directors has reason to believe that a takeover bid will be made. The reason is that it is assessed that takeover bids are unlikely given the current ownership structure.

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Duties and responsibilities of the Board of Directors

The Board of Directors of Alm. Brand is responsible for the overall strategic management of Alm. Brand and continually evaluates the work of the Management Board. Alm. Brand is subject to the supervision of the Danish Financial Supervisory Authority, and guidelines have been defined for responsibility, distribution of responsibilities and risk management.

There is an ongoing dialogue between the Board of Directors and the Management Board, and the Management Board reports to the Board of Directors according to defined guidelines.

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Composition and organisation of the Board of Directors

The shareholders in general meeting elect the members of Alm. Brand's Board of Directors. Alm. Brand A/S has a majority shareholder, Alm. Brand af 1792 fmba, which holds approximately 60% of the shares.

Five of the eight members of the Board of Directors elected by the general meeting are nominated by the principal shareholder. The other three members elected by the general meeting have no affiliation with the principal shareholder. In addition, the employees of the Alm. Brand Group elect four board members, bringing the total number of board members to twelve.

The Board of Directors assesses whether, as a group, it possesses the competencies required to perform its duties in the best possible manner and ensures in the nomination of candidates that, overall, the Board of Directors possesses the necessary qualifications. New members of the Board of Directors are given an introduction process tailored to their needs.

The individual board members assess how many directorships they will be able to hold.

Alm. Brand has defined a retirement age for the individual members of 70 years.

Members of the Management Board of the Alm. Brand Group cannot also be members of the Board of Directors.

Board negotiations take place with the participation of and board resolutions are made by all members of the Board of Directors, as Alm. Brand has not set up any board committees other than an audit committee and a remuneration committee.

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Remuneration of members of the governing bodies

The remuneration of members of the Board of Directors and the Management Board should be competitive and reasonably reflect the tasks to be performed and the responsibility involved.

Members of the Board of Directors are not remunerated by way of incentive plans.

A percentage of the fixed salary to the members of the Management Board is payed in shares in order to promote long-term behavior and stable financial development.

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Financial reporting, risk management and audits

In addition to annual reports, Alm. Brand A/S also publish half-year and quarterly reports. We continuously assess whether there is a need to supplement the annual and interim reports with additional financial and non-financial information.

Alm. Brand continuously reviews business, market and operational risks. Information on this subject is provided in the company's annual report and in the risk and capital management report, both of which are available from the Alm. Brand website.

Alm. Brand A/S continuously considers the independence and competencies of the company's auditors. Alm. Brand A/S has set up an audit committee consisting of the Chairman and the Deputy Chairman of the Board of Directors and an independent member with auditing and accounting expertise.

Alm. Brand has set up an internal audit department.

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Corporate Governance - Alm. Brand Bank and the Corporate Governance code of the Danish Bankers Association

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Audit committee

Audit committee of Alm. Brand

In 2016, the Board of Directors of Alm. Brand A/S set up an audit committee for the group in accordance with the provisions of the Danish Act on Approved Auditors and Auditing Firms. In this connection, the audit committees of the companies Alm. Brand Forsikring A/S, Alm. Brand Liv og Pension A/S and Alm. Brand Bank A/S were dissolved following the abolition of Executive Order no. 1393 of 19 December 2011 on audit committees of enterprises and groups of enterprises under the supervision of the Danish FSA.

The audit committee consists of the following three board members:

eberhard

Anette Eberhard (Chair)

mikkelsen

Jørgen Hesselbjerg Mikkelsen

janskyttepedersen

Jan Skytte Pedersen

The Board of Directors deems that Anette Eberhard meets the requirement for qualifications within accounting and auditing defined in section 31 of the Danish Act on Approved Auditors and Auditing Firms. Anette Eberhard has many years of management experience as CEO of EKF (Denmark’s Export Credit Agency) and as a board member of Finansiel Stabilitet and other companies. Moreover, the Board of Directors deems that the audit committee members overall have competencies of relevance to the sectors in which the company and the group operate.

The audit committee has the following duties:

  1. to inform all members of the supreme governing body about the results of the statutory audit, including the financial reporting process;
  2. to monitor the financial reporting process and to make recommendations or proposals to safeguard integrity;
  3. to monitor whether the company’s internal control system, internal audit and risk management systems function efficiently in relation to the company’s financial reporting process without impairing its independence;
  4. to monitor the statutory audit of the financial statements etc., taking into account the results of the most recent quality control of the auditing firm;
  5. to verify and monitor the auditors’ independence in accordance with sections 24-24 c [of the Danish Act on Approved Auditors and Auditing Firms] and article 6 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and to approve the auditors’ provision of non-audit services, see article 5 of the Regulation; and
  6. to be responsible for the procedure for selecting and recommending auditors in accordance with article 16 of Regulation (EU) No. 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities.

The audit committee meets at least four times a year and reports to the Boards of Directors on a regular basis. Audit committee meetings are attended by the audit committee members as well as by the Group Chief Auditor and the auditors appointed. In addition, the audit committee may convene others, including the CEO and the CFO, to participate in the consideration of specific agenda items.

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Remuneration committee

Remuneration committee of Alm. Brand

In 2010, the Boards of Directors of Alm. Brand A/S and Alm. Brand Forsikring A/S each set up a remuneration committee.

Remuneration committee of Alm. Brand A/S:

The remuneration committee consists of the following four board members:

mikkelsen

Jørgen Hesselbjerg Mikkelsen (Chairman)

janskyttepedersen

Jan Skytte Pedersen

eberhard

Anette Eberhard

larsen

Susanne Larsen (employee representative)

The remuneration committee carries out the preparatory work for the Board of Directors in relation to the remuneration policy for the Board of Directors and the Management Board and other material risk takers, including:

  • submission of the remuneration policy for approval by the Board of Directors;
  • submission of proposal for remuneration to the Board of Directors and the Management Board;
  • supervision of information provided in the annual report about remuneration to the Board of Directors and the Management Board; and
  • supervision of compliance with the remuneration policy.

The remuneration committee meets at least twice a year and reports to the Board of Directors on a regular basis.

Remuneration committee of Alm. Brand Forsikring A/S

The remuneration committee consists of the following four board members:

mikkelsen

Jørgen Hesselbjerg Mikkelsen (Chairman)

janskyttepedersen

Jan Skytte Pedersen

sorenbo

Søren Boe Mortensen

eberhard

Anette Eberhard

The remuneration committee carries out the preparatory work for the Board of Directors in relation to the remuneration policy for the Board of Directors and the Management Board and other material risk takers, including:

  • submission of the remuneration policy for approval by the Board of Directors;
  • supervision of remuneration of the management of the risk management team, the management of the compliance function, the chief actuary and the group chief auditor;
  • supervision of information provided in the annual report about remuneration to the Board of Directors and the Management Board; and
  • supervision of compliance with the remuneration policy.

The remuneration committee meets at least once a year and reports to the Board of Directors.
Common rules:
Director, Human Resources, Henrik Gundorph, also participates in the remuneration committee meetings.

The committees carry out an annual assessment of the preceding year’s work to assess if any changes should be made to their areas of responsibility and if the use of an external adviser may be required.

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Articles of association

Links to the articles of association of the listed company Alm. Brand A/S and of Alm.
Brand Bank A/S are provided below.

The articles of association of the companies are laid down by the Board of Representatives of Alm. Brand af 1792 fmba and by the shareholders of Alm. Brand A/S and Alm. Brand Bank A/S in general meeting.

Articles of association of Alm. Brand A/S

Articles of association of Alm. Brand Bank

If you would like to receive a copy of the articles of association of the group’s other companies, please contact our Investor Relations department.

> See the articles of Alm. Brand af 1792 fmba

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AGM

General Meeting Date

CSR

Proper conduct is Alm. Brand’s pledge to its customers and society at large. The group has provided a secure and proper setting for its customers since 1792.

Alm. Brand seeks to conduct its business in a responsible and sustainable manner. Alm. Brand’s vision is: “We take care of our customers”. “Taking care of” applies not only to customer relationships, but also to employee relationships, environmental and climate matters and to matters concerning society in general.

Alm. Brand has a CSR policy focused on environment and climate, social and employee-related matters, anti-corrup¬tion and bribery, human rights and socially responsible investment. These focus areas have been chosen because they support Alm. Brand’s business.

Development and follow-up on these focus areas are covered by the Group's annual CSR report.

Alm. Brand is a signatory to the UN Global Compact, and the CSR report therefore also represents Alm. Brand’s Communication on Progress (COP).

Please note that all content in this section is only provided in Danish.