Recommendations for Stewardship Code

Recommendations for Stewardship Code from the Committee on Corporate Governance

In November 2016 Recommendations for Stewardship Code was published. Topdanmark has a defined approach to each of the items. See Topdanmark's appoach under each item.

Recommendations for Stewardship Code

1. Engagement policy

1.1. It is recommended that institutional investors should publicly disclose an engagement with respect to investment in shares companies that are publicly listed in Denmark. 

Topdanmark publicly discloses an engagement policy




2. Monitoring and dialogue

2.1. It is recommended that institutional investors monitor and engage in a dialogue with the companies, in which they invest taking due account of the investment strategy and the principle of proportionality. 

Topdanmark monitor and engage in a dialogue with the companies in which Topdanmark invests taking due account of the investment strategy and the principle of proportionality. 

Topdanmark addresses any key information relevant to investors that the companies, in which Topdanmark has a significant ownership, publish such as the annual report, quarterly and half year reports, period announcements, investor presentations and statements of corporate management. 

As an investor, Topdanmark’s purpose is to exercise active ownership in order to make use of its potential influence to disseminate a responsible and value adding behaviour with due respect towards the surrounding community. However, Topdanmark’s influence should never displace the primary purpose of the stakeholders’ interests to create an attractive profit of investment to the portfolio owners. 




3. Escalation

3.1. It is recommended that institutional investors as part of the engagement policy determine how they may escalate their stewardship activities beyond regular monitoring and dialogue. 

As part of the engagement policy, Topdanmark has laid down guidelines for how Topdanmark can escalate Topdanmark’s stewardship beyond the regular monitoring and dialogue. 

If Topdanmark has a share in a company, where the operation does not live up to the norms of Topdanmark’s CSR policy, and Topdanmark’s share is regarded as profitable, a solution must be sought in accordance with this prioritised sequence: 

  • If the share in the company provides a realistic possibility for influencing the company to change behavior by dialogue with the management 

  • In cooperation with other stakeholders seek to obtain a similar influence 

  • Divest ownership. 




4. Co-operation with other investors

4.1. It is recommended that institutional investors as part of the engagement policy should describe how they will act collectively with other investors in order to achieve greater effect and impact. 

As part of the engagement policy, Topdanmark has addressed how to cooperate with other investors in order to achieve greater effect and impact. 

Particularly in connection with an escalation, Topdanmark works together with other investors cf. paragraph 4.1. 




5. Voting policy

5.1. It is recommended that institutional investors as part of the engagement policy adopt a policy for voting and are willing publicy whether and how they have voted. 

As part of the engagement policy, Topdanmark has adopted a voting policy. 

Pursuant to Topdanmark’s policy, Topdanmark will vote at general assemblies in order to increase the value adding activities. 

In Danish companies, where Topdanmark controls more than 2% of the votes or share capital, and is not represented in the board of directors, annual reporting on company level must include: 

  • Whether Topdanmark has participated in the company’s annual general meeting 

  • How Topdanmark has voted 

  • Whether there are unsettled matters between Topdanmark and the company covered by “Financial Business Act §78” or other substantial unsettled business concerns with the company in relation to the size of the company. However, this only applies if it can take place within the scope of the current legislation including the rules against insider trading. 

In order to increase the return of investment of Topdanmark’s shares, these have been made subject to stock lending. Topdanmark’s policy is to maximise the long-term return of investment of the shares and only to recall the share loan if it serves the overall purpose of Topdanmark. 




6. Conflicts of interest

6.1. It is recommended that the engagement policy contains a discription of how conflicts of interest in relation to stewardship are identified and managed. 

Topdanmark’s engagement policy includes a description of how conflicts of interest in relation to stewardship are identified and managed. 

  • As mentioned in paragraph 5, annual reporting on company level is made for Danish companies, where Topdanmark controls more than 2% of the votes or share capital, and is not represented on the board of directors, whether there are unsettled matters between Topdanmark and the company covered by “Financial Business Act §78” or other substantial unsettled business concerns with the company in relation to the size of the company. However, this only applies if it can take place within the scope of the current legislation including the rules against insider trading. 

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7. Reporting

7.1. It is recommended that institutional investors at least annually report on their stewardship activities, including voting activity. 

Topdanmark reports at least annually on Topdanmark’s stewardship activities including voting activities. 

As mentioned in paragraph 5, annual reporting on company level takes place for Danish companies, where Topdanmark controls more than 2% of the votes or share capital, and is not represented on the board of directors: 

  • Whether Topdanmark has participated in the company’s annual general meeting 

  • How Topdanmark has voted 

  • Whether there are unsettled matters between Topdanmark and the company covered by “Financial Business Act §78” or other substantial unsettled business concerns with the company in relation to the size of the company. However, this only applies if it can take place within the scope of the current legislation including the rules against insider trade