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.
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.
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.
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.
Members of the Management Board are comprised by a share option scheme, which is designed to promote long-term behaviour and stable financial development.
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.
Report on corporate governance and remuneration
Corporate governance report 2015
Corporate Governance - Alm. Brand Bank and the Corporate Governance code of the Danish Bankers Association