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.
Board assignmentsThe 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, digitalisation 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.
Any additional directorships undertaken by the Board members including the significance and scope 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 overboarded.
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.
The Board of Directors carries out an annually self-evaluation 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, the possibility of individual interviews between the Chairman of the Board and each member of the Board and questionnaires on the expertise of each Board member.
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. For the evaluation year 2021/2022, the Board of Directors has hired an external consultancy to assist in the evaluation of the Board of Directors.
The Board of Directors has set up an Audit & Risk 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.
According to Section 31 of the Danish Audit Act the Board of Directors of Topdanmark has set up a joint Audit & Risk Committee for those relevant companies of the Topdanmark Group.
The Board of Directors has elected Ricard Wennerklint, Cristina Lage og Maria Hjorth, Board members, to be members of the Audit & Risk Committee. The Board of Directors has elected Ricard Wennerklint Chairman of the Audit & Risk Committee.
The Audit & Risk Committee only comprises members of Topdanmark's Board of Directors.
The Board of Directors believes that due to all three members' many years' managerial positions in listed and financial services companies and also their educational background, they possess, as disclosed in the website information on the educational background, qualifications and current and previous occupation of the Board of Directors, including their experience from audit committee work for other boards of directors, and the necessary accounting qualifications to perform the Audit Committee task.
Therefore the Board of Directors firmly believes that all three members of the Audit & Risk Committee possess the qualifications and experience relevant to the financial sector which enable them to make an independent assessment of whether the Topdanmark Group's accounts, internal control, risk management and statutory audit have been prepared and performed in an appropriate way considering its size and complexity.
The Audit & Risk Committee holds at least five meetings a year.
Committee Members:
Ricard Wennerklint, Chairman
Cristina Lage
Maria Hjorth
The Board of Directors of Topdanmark has set up a nomination committee for Topdanmark Group.
The Nomination Committee is in charge of the preparatory work for the decisions to be made by the Board of Directors on the structure and composition of the Board of Directors and the Group Executive Management.
The Board of Directors has elected Ricard Wennerklint, Chairman of the Board, and Jens Aaløse, Deputy Chairman of the Board, to be members of the Nomination Committee. The Board of Directors has elected Ricard Wennerklint as chairman of the Nomination Committee.
The Board of Directors believes that due to their many years' managerial positions in listed and financial services companies both members of the Nomination Committee possess the necessary qualifications to make a qualified and independent assessment of the qualifications required to be a member of the Board of Directors and the Group Executive Management as well as the structure, size and composition of the Board of Directors and the Group Executive Management and the current qualifications of the Board of Directors and the Group Executive Management etc. as well as be in charge of and facilitate the annual evaluation of the Board of Directors and prospective recruitment of new members of the Board of Directors and the Executive Board.
The Nomination Committee holds meetings as needed.
Read more about the backgrounds, qualifications and occupation of the Nomination Committee members on Group Executive Management and Board of Directors.
Committee Members:
Ricard Wennerklint, Chairman
Jens Aaløse
Pursuant to Section 25 of the Danish Executive Order on Remuneration Policy and Remuneration in Insurance Companies and Insurance Holding Companies, the Boards of Directors of Topdanmark and Topdanmark Forsikring have set up a joint Remuneration Committee for the Topdanmark group.
The Board of Directors has elected Ricard Wennerklint, Chairman of the Board, Jens Aaløse, Deputy Chairman of the Board, and Mette Jensen, Board Member elected by employees, to be members of the Remuneration Committee. The Board of Directors has elected Ricard Wennerklint to be chairman of the Committee.
The Board of Directors believes that due to their many years' managerial positions in listed and financial services companies the two members of the Remuneration Committee elected at the AGM possess the necessary qualifications to make a qualified and independent assessment of whether remuneration in Topdanmark is in accordance with both the remuneration policy adopted by the AGM and relevant legislation. The member of the Remuneration Committee elected by employees has been elected in accordance with Section 25,(6) of the Danish Executive Order on Remuneration Policy and Remuneration in Insurance Companies and Insurance Holding Companies.
Read more about the backgrounds, qualifications and occupation of the Remuneration Committee members on Group Executive Management and Board of Directors.
The Remuneration Committee holds three ordinary meetings a year.
Committee Members:
Ricard Wennerklint, Chairman
Jens Aaløse
Mette Jensen