Alm. Brand - 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 December 2020. 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 Duties and responsibilities of the Board of Directors Composition and organisation of the Board of Directors Remuneration of members of the governing bodies Financial reporting, risk management and audits Report on corporate governance and remuneration. "Only some of these reports are published in English"

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

We are ambitious
We show confidence
We exercise proper conduct

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 47% 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 the various committees for audit, risk,remuneration and nomination have a preparatory role only.

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.

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. "Only some of these reports are published in English"

Board of directors

Please see here for overview of the Board of Directors

<span name="audit">Audit committee</span> <span name="remuneration">Remuneration committee</span> Risk committee Nomination committee Articles of association

Audit committee

Audit committee of Alm. Brand

The audit committee consists of the following four board members:

Anette Eberhard
(Chair)

Jørgen Hesselbjerg
Mikkelsen

Jan Skytte
Pedersen

Pia Laub

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 (now EIFO - Export & Investment Fund of Denmark) 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:

to inform all members of the supreme governing body about the results of the statutory audit, including the financial reporting process;
to monitor the financial reporting process and to make recommendations or proposals to safeguard integrity;
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;
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;
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
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 after each meeting. The audit committee may convene others, including the Executive Board and the CFO, to participate in the consideration of specific agenda items.

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:

Jørgen Hesselbjerg Mikkelsen (Chairman)

Jan Skytte Pedersen

Anette Eberhard

Brian Egested

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:

Rasmus Werner
Nielsen

Andreas Ruben
Madsen

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.

Risk committee

The risk committee consists of four members:

Jan Skytte
Pedersen
(Chairman)

Jørgen Hesselbjerg
Mikkelsen

Anette Eberhard

Pia Laub

Monitor and check that the risk profile and risk appetite adopted by the Board are implemented in the organisation.
Process and recommend SFCR and ORSA reporting to the Board.
Process and propose to the Board risk mitigation measures on the basis of risk analyses, impact assessments and risk events in the group's financial companies.

The risk committee holds a minimum of four meetings annually, and reports to the Board after each meeting.

Group CFO, CRO, internal audit manager and the external auditors participate attend the risk committee's meetings. In addition, the risk committee can call on others to participate in the consideration of selected items on the agenda, including the executive board and the group finance director.

Nomination committee

The nomination committee consists of five board members:

Jørgen Hesselbjerg
Mikkelsen
(Chairman)

Jan Skytte
Pedersen

Boris Nørgaard
Kjeldsen

Jørn Pedersen

Tina Schmidt
Madsen

The purpose of the nomination committee is to make proposals to the Board in relation to the nomination of candidates for the Board and the Executive Management of Alm. Brand A/S. The committee is also overall responsible for determining the competence profile of the Board and the Executive Management as well as ongoing evaluation of the work and results achieved by the Board and the Executive Management.

The nomination committee meets 2-3 times annually, and the chairman of the committee reports to the Board after each meeting.

Other meeting participants will depend on the committee's agenda, but can be the Executive Management, the HR director or external advisers.

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

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

AGM

General Meeting Date

CSR

Sustainability

The work with sustainability in Alm. Brand Group rests on a foundation of relevant group policies, adherence to the UN Global Compact's ten principles and close cooperation with relevant partners to ensure quality and coherence.

Alm. Brand Group’s policy for sustainability states our approach to social responsibility in five main areas. The policy addresses (i) environment and climate, (ii) social responsibility and diversity, (iii) anti-corruption and bribery, (iv) human rights, and (v) responsible investments.

Development and follow-up in the area are included in the group's annual Sustainability Report.

As a member of the UN Global Compact, Alm. Brand Group reports on the development and work with the ten principles through the mandatory Communication on Progress (COP). The report is available on UN Global Compacts website.

Further, Alm. Brand Group has signed the principles for responsible investment (PRI Principles for Responsible Investments) and has thus publicly committed to contribute to the overall effort to reduce the impact of its activities on the environment, and to contribute positively to society.

In its investment department, Alm. Brand Group has dedicated resources to analysing ESG issues.

In signing up to the Principles, Alm. Brand Group publicly commits to:

Principle 1:
We will incorporate ESG issues into investment analysis and decision-making processes.

Principle 2:
We will be active owners and incorporate ESG issues into our ownership policies and practices.

Principle 3:
We will seek appropriate disclosure on ESG issues by the entities in which we invest.

Principle 4:
We will promote acceptance and implementation of the Principles within the investment industry.

Principle 5:
We will work together to enhance our effectiveness in implementing the Principles.

Principle 6:
We will each report on our activities and progress towards implementing the Principles.

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