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General questions
1)
Does Danske Bank follow the recommendations from the Committee on Corporate Governance?Danske Bank has written a corporate governance report explaining how Danske Bank complies with the recommendations from the Committee on Corporate Governance. The conclusion is that Danske Bank complies with all the recommendations with the exception of one. The review was done at the beginning of 2012.
Read the Corporate Governance Report
Annual general meeting
2) What are the decision-making powers of the annual general meeting?
The annual general meeting is the ultimate decision-making body of the Danske Bank Group. A number of items must appear on the agenda of the annual general meeting, including the submission of the annual report for adoption and the appointment of external auditors.
Read more about the general meeting3)
What rules apply at the annual general meeting?The annual general meeting is held every year after the Group has presented its annual report. All shareholders have equal rights to attend, speak, make proposals and vote. Each share entitles the holder to one vote at the general meeting. The Danske Bank Group has not adopted limits on ownership and voting rights.
Read more about participation
4) What formalities apply in regards to proposals of business to be dealt with by the general meeting?
All shareholders may propose business to be dealt with by the general meeting. Proposals regarding the standing items on the agenda may be submitted at the general meeting. New topics and related proposals, however, must be submitted to the Board of Directors in writing at least six weeks before the general meeting or within one week of the release of the annual report.
Read more about submitting proposals
5) May shareholders be represented by proxy at the general meeting?
A shareholder has the right to appoint a proxy for the general meeting. The proxy must be written and can only be made valid for up to a year at a time.
Read more about appointing a proxy
Back to topGovernance principles
6)
What are the principles behind the management of the Danske Bank Group?As a Danish public company, the Danske Bank Group has a two-tier executive management structure. The Board of Directors sets forth the general principles for Danske Bank's affairs and is responsible for the overall organisation of the Group. The Executive Board is responsible for the day-to-day management of the Group and follows the guidelines and instructions set forth by the Board of Directors. No executive officers in the Danske Bank Group serve on the Board of Directors of the parent company.
Read more about our management structure7)
What role does the Articles of Association play in relation to law and regulations?Danish company law and Danske Bank's Articles of Association lay the foundation for the activities of Danske Bank. The Articles must comply with the provisions of the Danish Companies Act.
Read more about the Articles of Association8)
Has Danske Bank taken precautions against hostile takeovers?The Danske Bank Group does not have share classes and has not adopted limits on ownership and voting rights. Most of the Danske Bank shares are traded freely in the market. A resolution to wind up Danske Bank by merger shall be passed only if adopted by not less than three-quarters of the votes cast and by not less than three-quarters of the share capital represented at the General Meeting and entitled to vote.
Back to topInternal controls9)
What are the principles behind the Danske Bank Group's risk and capital management?The Board of Directors sets out the general policies and limits for credit, market and operational risk. The Board also lays down the general rules for managing and monitoring risk.
On the basis of the general risk policies, operational risk policies are prepared for the business units. These policies also apply to units outside Denmark and subsidiaries.
The operational risk policies form the basis for the written business procedures and for reconciliation and control procedures. They also form the basis for the Group's system development work.
Within the limits set, the managements of the individual business units are responsible for the risks undertaken by the units and for active management of these risks.
The Danske Bank Group's capital management aims to ensure efficient use of capital to meet the Group's overall capital targets. The Group's risk profile complies with the capital targets and implies, among other things, that the Group must have sufficient capital to cover both organic growth and current fluctuations in the Group's exposure.
A separate report details the risk and capital management of the Group.
Download Risk Management 201110)
How does Danske Bank's financial management work?
The Danske Bank Group aims to match best practices in financial management. The Group's financial management is currently based on risk-adjusted performance measurement, Balanced Scorecard, Activity Based Costing and Service Level Agreements.
Read more about financial management11)
What is the role of the Danske Bank Group's Internal Audit department?One of the duties of the Internal Audit department is to evaluate the risks in the individual audit areas in the Group. The Internal Audit department's work must be organised in such a way that material irregularities are discovered as quickly as possible. The division of labour between the external auditor and the Internal Audit department is arranged so that the Internal Audit department conducts an audit and the external auditor ensures that the work is planned, executed, documented and reported as agreed upon.
In the annual report, the Internal Audit department states, among other things, that business procedures, internal control procedures and risk management measures function satisfactorily.
Read more about the internal audit12)
How does Danske Bank ensure compliance with the insider rules?The Danske Bank Group has clear guidelines for the treatment of inside information and the execution of equity trades. For example, the Group has set up an insider register of relevant persons and established so-called "Chinese Walls".
Read more about insider policyBack to topBoard of Directors13)
How many members does the Danske Bank's Board of Directors have, and how long is their term of office?
Danske Bank's Board of Directors has thirteen members. Eight are elected by the general meeting, and the remaining five are employee representatives.
Read more about the Board membersMembers of Danske Bank's Board of Directors who are elected by the general meeting are elected for one-year terms. According to law, employee representatives are elected for four-year terms.
Read more about nomination and election14)
What are the decision-making powers of the Board of Directors?According to the Group's two-tier executive management structure, the Board of Directors sets the general principles for Danske Bank's affairs. The Board is responsible for ensuring that the Group's organisation is sound and in this capacity appoints the Executive Board, the Group chief auditor, the deputy Group chief auditor and the secretary to the Board of Directors.
Read more about the management structureDanske Bank's "Rules of procedure for the Board of Directors and the Executive Board" lays down rules for the responsibilities of the Board of Directors and the Executive Board and for the division of responsibilities between them.
Read the Rules of ProcedureThe Board of Directors of Danske Bank lays down the overall risk policy and guidelines for risk management. For example, it determines the general principles for managing and monitoring risks. The Board of Directors is kept informed of material elements of risk management, such as rating systems and underlying parameters for risk management models.
Read more about risk and capital management15)
Who takes part in the meetings of the Board of Directors?As a general rule, the members of the Executive Board attend meetings of the Board of Directors. The external auditors and the group chief auditor are entitled to attend meetings of the Board of Directors when the Board considers matters of importance to the audit or to the preparation of accounts.
Read the Rules of Procedure16)
How are candidates for Danske Bank's Board of Directors nominated?In Danske Bank, new members of the Board of Directors may be nominated by any shareholder or by the Board of Directors itself.
Read more about nomination and electionA special Nomination Committee identifies potential candidates and recommends them to the Board of Directors for nomination for election by the general meeting.
Read the Nomination Committee charter17)
How is the performance of the Board of Directors evaluated?At Danske Bank the Chairman of the Board of Directors is responsible for undertaking an ongoing evaluation of the Board of Directors and the Executive Board.
Read more about evaluation18)
What committees have been set up by the Board of Directors?The Board has appointed four committees that monitor special areas or prepare cases that are afterwards treated by the entire Board: the Audit Committee, the Credit and Risk Committee, the Remuneration Committee and the Nomination Committee.
Read more about the Board committees19)
Have clear charters been set for the committees of the Board of Directors?Yes. The work of all the committees is based upon clearly defined charters and purposes.
Read about the Board committees' charters20)
What is the role of the employee representatives?
Legislation gives employee representatives the same rights, duties and responsibilities as the other Board members.
Read about the employee representatives21)
What is the division of responsibilities between the Board of Directors and the Executive Board?Danske Bank's "Rules of procedure for the Board of Directors and the Executive Board" lays down rules for the responsibilities of the Board of Directors and the Executive Board and for the division of responsibilities between them.
Read the Rules of ProcedureBack to topExecutive Board and Executive Committee22)
Who are the members of the Executive Board of Danske Bank?The Executive Board is chaired by a chairman appointed by the Board of Directors and given the title of chairman of the Executive Board and chief executive officer. Currently, the Executive Board consists of six members and is chaired by Eivind Kolding.
Read more about the Executive Board23)
Who are the members of Danske Bank's Executive Committee, and what is its purpose?The Executive Committee is made up of seventeen executive managers and one associated member representing the Group's business and resource areas. The Committee constitutes the day-to-day executive management and is a co-ordinating forum. Its objective is to take an overall view of activities across the Group, focusing on the collaboration between support functions and product suppliers on the one hand and divisions and individual country organisations on the other.
Read more about the Executive Committee24)
Who appoints the Executive Board?The Board of Directors appoints the Executive Board.
Read more about the Board of Directors
Read more about the Executive Board25)
What are the decision-making powers of the Executive Board?The Executive Board carries out the day-to-day management and is authorised to make decisions in matters pertaining thereto, with the exception of matters that, according to the Rules of Procedure, fall under the authority of the Board of Directors. Business of an unusual nature or of material importance must always be submitted to the Board of Directors.
In addition to the day-to-day management of the Bank, the Executive Board is responsible in particular for regularly monitoring trends in the Group's market situation in order to lay down strategies and propose new strategies or changes to existing strategies to the Board of Directors as needed.
Read excerpts from the Rules of ProcedureBack to topCompensation
26)
What general principles apply to the remuneration of the Board of Directors and the Executive Board?The remuneration policy for the Board of Directors and Executive Board reflects the objectives of a sound governance process and long-term value creation for the Group's shareholders.
Read about the remuneration policy27)
How is the Board of Directors remunerated, and who determines the fee?Danske Bank's directors receive a fixed fee and are not covered by any type of incentive- or performance-based remuneration. The remuneration of the Board of Directors is subject to approval by the general meeting upon the latter's consideration of the annual report.
The actual remuneration of members of Danske Bank's Board of Directors is disclosed in the annual financial accounts and also on the Corporate Governance Web site.
Read more about Board of Directors remuneration28)
How is the Executive Board remunerated, and who determines the remuneration?Executive Board members are employed on a contractual basis. Their remuneration is subject to annual reassessment. The Executive Board's remuneration is set at a level that makes it possible to attract and retain persons with the highest qualifications. The remuneration consists of a fixed salary, performance-based compensation and a pension.
The actual remuneration of members of Danske Bank's Executive Board is based on the annual financial results and is also disclosed on the Corporate Governance Web site.
Read more about Executive Board remuneration Back to topReporting and audit
29)
What sets of rules governs the Danske Bank Group's financial reporting?Danske Bank Group publishes an annual report and three interim reports according to International Financial Reporting Standards (IFRS). In addition, Danske Bank prepares accounts for its various business units. The accounts for the parent company are prepared according to the principles of the Danish Financial Business Act.
The Board of Directors has also adopted a communications policy, a CR policy and an Investor Relations policy.
Read the communications policy
Read the CR policy
Read the Investor Relations policy30)
Who appoints the auditors of the Danske Bank Group?According to Danish law, the external auditors are appointed by the general meeting.
Read more about the external audit
Read more about the general meeting 31)
Does the executive management guarantee and is it liable for the correctness of the financial accounts?Yes. Danske Bank's annual report is signed by the Board of Directors and the Executive Board in addition to the external and internal auditors.
Read more about financial reporting32)
What are the guidelines for the performance of audits?The audit must be performed in accordance with good auditing practices and must include a critical review of the individual companies' accounting materials and their conditions in general.
The external auditor has overall responsibility for the audit review. The external auditor assesses the quality of the internal auditor's work on the basis of an evaluation of significance and risk for the individual areas. In addition, the external auditor evaluates the independence of the internal auditor.
Read more about the external auditDanske Bank's Board of Directors has established an Audit Committee, which reviews accounting, auditing and security issues that the Board itself has chosen and that the external auditor or head of the Internal Audit department may propose for investigation. The Committee reports to the Board of Directors, and its function is preparatory only.
Read about the Audit Committees' charters33)
What is the distribution of responsibilities between internal audit and external audit?The division of labour between the external auditor and the Internal Audit department is arranged so that the Internal Audit department conducts an audit and the external auditor ensures that the work is planned, executed, documented and reported as agreed upon.
In accordance with Danish law, Danske Bank has prepared a written functional description and an auditing agreement for its Internal Audit department. The functional description sets the scope and duties of the Internal Audit department, while the audit agreement gives guidelines for both internal and external auditing duties and the collaboration between the two functions.
Read more about the internal audit34)
May the external auditors perform non-audit services?According to applicable rules, the auditor's field of activity is limited to the auditing of accounts and supplementary reports and advisory services and assistance related to this and similar areas. Thus, Danske Bank's external auditors perform few non-auditing services for the Group.
Read more about the external audit35)
How long may the same auditor issue an opinion on the Danske Bank-Groups annual report?According to current rules, Danske Bank's external auditors must be replaced at least every seven years.
Read more about the external auditBack to topStatutory provisions
36)
What legislation affects the Danske Bank Group's governance structures?The Danske Bank Group is a public limited company, which means that special requirements apply to the management structure, the influence of the shareholders and the protection of minority owners, among other things.
As a financial enterprise, the Group is also subject to other regulations, including specific requirements for governing bodies, internal controls and regular reporting to the Danish Financial Supervisory Authority, among other things.
Read more about the legislative frameworkBack to top