The Board of Directors supervises the company, ensuring that it is managed in a proper way in accordance with legislation and the Articles of Association. It does not participate in day-to-day management of the company.Executive Board and Board of Directors
The Board of Directors, which is elected at the general meeting, and the Topdanmarks Group's employees, is the Company's top threshold of management formulating the Company's objectives, goals and strategies and making decisions on matters that are of significant importance or unusual in nature to the Company.
The Board holds six or seven ordinary Board meetings a year plus an annual Board seminar dealing with strategic issues and other forward-looking topics.
Topdanmark's Board of Directors comprises nine members, six of them elected by shareholders in general meeting and three by Topdanmark's employees in accordance with the Danish Companies Act.
In accordance with this Act, the number of Board members elected by employees should be equivalent to no fewer than half the number of those elected by shareholders at the general meeting. The rights, duties and responsibility of the Board members elected by employees are the same as those of the Board members elected at the AGM.
Shareholders who are not associated with the Company by their employment are eligible for election to the Board of Directors by shareholders in general meeting.
The Board of Directors has made a response to its composition and qualifications in “Policy for diversity in the Board of Directors”.
The Company believes that by imposing very specific requirements on the Board of Directors, it may prevent the election of an obviously qualified Board candidate who does not 100% meet the requirements. Instead an individual decision will be made on each Board candidate based upon an overall consideration of their qualifications, the Company's business model and associated risks, present needs and the composition of the rest of the Board of Directors.
The Company believes that in a company like Topdanmark, between them the Board members ought to possess skills within organisation, strategic management, insurance operations, reinsurance, long-tail business (premiums/provisions/run-off), financial and insurance reporting, general statistics, risk management and assessment, sales in the personal and professional markets, marketing/branding, outsourcing, finance, own funds, solvency and minimum capital requirements, rules for internal models, auditing, financing/investment, statutory limits, compliance, IT and IT security, digitisation and recruitment/HR. Given its current composition, Topdanmark's Board of Directors possesses all these competencies.
The term of office for members elected by shareholders in general meeting is one year, while in accordance with legislation, it is four years for members elected by employees.
Board members are elected individually.
Topdanmark has no definitive fixed rules for the number of directorships a Board member may hold besides that in Topdanmark.
It believes that it is up to each individual Board member how many other tasks they can handle and that the amount of work of a directorship varies much from company to company. On an ongoing basis, but particularly when nominating candidates for the annual election to the Board of Directors, The Board of Directors considers whether each candidate has been and will be able to allocate the necessary time and attention to their directorship in Topdanmark.
The Board of Directors has set up an audit committee and a remuneration committee in accordance with the rules of legislation. Moreover it has set up a nomination committee. All the members of Topdanmark's Board of Directors participate actively in its tasks, including those which are undertaken by the committees set up.
On a regular basis, the Board of Directors evaluates the Board assignments, the full Board and the contributions and results made by the individual members, cooperation with the Executive Board, the Chairman’s management of the Board of Directors, the Board composition, the work in the Committees and the set-up of the Committees, the organisation of the work and the quality of the material for the Board of Directors.
Based upon anonymous questionnaires on the work in the Board and cooperation with the Executive Board, anonymous evaluation of the individual members of the Board of Directors and the Executive Board, individual interviews between the Chairman of the Board and each member of the Board and questionnaires on the expertise of each Board member, the Board of Directors carries out a self-evaluation once a year. The Chairman of the Board is in charge of the evaluation with no assistance by the Executive Board. On the basis of a specific evaluation, the Board of Directors decides if it is necessary and/or relevant to involve external consultants in the evaluation process.
Any additional directorships undertaken by the Board members including the significance and extent of each duty are part of the evaluation of Topdanmark’s Board of Directors. The evaluation of overboarding is based on the guidelines prepared by ISS and on top of this, a subjective evaluation is made. None of Topdanmark’s Board members is considered to be overboard.