Initiatives

In Topdanmark's work done on Corporate Governance we have periodically aligned the Company's Articles of Association etc. with the principles of good Corporate Governance. To this end we have made a number of decisions in recent years, some of which are set out below:

1995

  • Introduction of the principle of one vote per share for all decisions other than election of members to the Representative Assembly, amendments to the Articles of Association and the dissolution of the Company
  • That half of the members of the Board of Directors are, in future, to be elected by the AGM, whereas previously all Board members were elected by the Representative Assembly
  • That most of the members of the Representative Assembly are to be elected by the AGM with the remaining members being elected at shareholders' meetings

1998

  • Change of the structure of the Representative Assembly. Abolition of shareholders' meetings. Subsequently all members of the Representative Assembly to be elected by the AGM
  • That future AGM's take place alternately in Copenhagen and the provinces
  • Introduction of the model of share buy-back and subsequent reduction in capital instead of actual payment of dividends
  • Introduction of revolving share option scheme for the Company's Board of Directors and Senior Management

1999

  • Share split effected replacing one share of DKK 100 by 10 shares of 10 multiplied by DKK 1 each thus improving the liquidity of Topdanmark's share

2000

  • Introduction of new proxy form enabling shareholders to grant a proxy for each item of the agenda.

2001

  • Removal of restrictions on voting rights etc. so that subsequently all decisions at the AGM would be based on the principle of one vote per share
  • Removal of the voting ceiling of 25%
  • Abolition of the Representative Assembly as a decision body
  • Reduction of the term of office from three years to one for Board members elected by the AGM
  • Reduction, de facto, of the number of Board members elected by the AGM from eight to six

2002

  • Amendment to the Articles of Association reducing the maximum number of Board members from eight to six corresponding to the de facto size of the Board of Directors

2003

  • Introduction of simultaneous transmission of AGM via the internet
  • Detailed CV for all Board candidates sent to those shareholders registered for the AGM as well as being published on the website about one week prior to the AGM

2004

  • Leaving the approval of the share option scheme for the Executive Board and other executives to the general meeting as a separate decision item on the agenda
  • Termination of granting warrants to the Board of Directors as part their emoluments
  • Remuneration to the Board of Directors will be a standing item on the agenda of the AGM

2005

  • Change to preparing the consolidated accounts in accordance with IFRS/IAS

2006

  • Introduction of new proxy form enabling shareholders to vote for or against each item of the agenda
  • Distribution of a detailed CV for all Board candidates to all the shareholders together with the shareholders' magazine "Aktionærnyt" about one month before the AGM and simultaneous publishing on the internet

2007

  • General guidelines for performance-related pay in Topdanmark" adopted by the AGM

2008

  • Proxy made available for downloading from Topdanmark's website

2009

  • Audit committe set up by the Board of Directors
  • The Chairman gives and account of the remuneration of the Executive Board in his speech at the AGM

2010

  • Board of Directors' approach to "Recommendations on Corporate Governance" April 2010

2011

  • Board of Directors adopts remuneration policy which is subsequently adopted by AGM
  • Board of Directors establishes Remuneration Committee
  • Board of Directors elects chairman of Audit Commit who is not also Chairman of Board of Directors
  • Board of Directors’ approach to "Recommendations on Corporate Governance" August 2011

2012

  • Information on the remuneration of the Board of Directors and the Executive Board at an individual level is disclosed in the Annual report
  • Topdanmark establishes a Whistleblower System

2013

  • Board of Directors publishes Statutory Corporate Governance Report via the Company’s website
  • Board of Directors adopts target figures and policy for the gender composition of management
  • Board of Directors established a Nomination Committee
  • Board of Directors’ approach to "Recommendations on Corporate Governance" May 2013
  • Share split effected replacing one share of DKK 10 by 10 shares of DKK 1 each. This created higher liquidity of the share.

2014

  • Amendment to the Articles of Association to the effect that the provision stipulating that people who are employed by or work for another competing company are not eligible, was deleted.