About Sampension Livsforsikring

Paragraph (1)

The Company is bound by the joint signatures of:

1. all members of the Board of Directors; or
2. the Chairman of the Board of Directors and another member of the Board of Directors or a member of the Executive Board; or
3. the Deputy Chairman of the Board of Directors and another member of the Board of Directors or a member of the Executive Board; or
4. two members of the Executive Board.

  
Paragraph (2)

The entire Board of Directors may grant powers of procuration to other persons to bind the Company either jointly with a member of the Executive Board or jointly with another so empowered person, including for the sale and mortgaging of real property.

See also Annual reports

(Annual report)

Sampension Livsforsikring A/S is a customer-owned company. One half of the share capital is owned by Local Government Denmark (Kommunernes Landsforening), a number of municipalities and regional councils.

The other half is owned by the employee organisations the Union of Commercial and Clerical Employees in Denmark (HK Danmark), the Organisations of Public Employees (OAO), the Danish Metalworkers’ Union, the Danish Dental Association, Danish Musicians' Union, and Danish Music Teachers Association. To ensure that any profit we make will always be used for the benefit of our customers, dividends are subject to the company reporting a profit from operations and limited to a symbolic amount of up to DKK 40,000 per year.

Sampension writes pension plans in the public and private labour markets. Sampension specialises in writing collective pension schemes that form part of collective agreements. In addition, we offer pension schemes to employees of private as well as public enterprises.

Through reinsurance that is recognised as indirect insurance in the financial statements, we also insure the obligations to civil servants of a large number of municipal authorities, a few regional authorities and a number of public institutions.

The market for labour market pension schemes is distributed on a number of pension companies and pension funds. In Denmark Sampension holds about a 14 % market share in terms of premium income.

Sampension’s share capital amounts to DKK 800,000 and consists of 800 shares with a nominal value of DKK 1,000 each.

According to Sampension’s Articles of Association, dividends to shareholders may amount to 5 %, but not exceeding DKK 40,000 overall.

Sampension’s Board of Directors consists of shareholder representatives, including the parties to collective agreements behind the majority of the pension schemes provided by Sampension, two board members recommended by the Board of Directors and representatives of the Group’s employees.

The board of directors are elected by the shareholders, whereas the representatives of the Group are elected by the employees of Sampension Administrationsselskab.

Sampension Livsforsikring A/S (Sampension) has an internal audit function appointed by the Board of Directors and external auditors (PricewaterhouseCoopers) appointed by the shareholders as required by law.

The internal audit function is, due to an audit plan approved by the Board of Director, o. a. responsible for an independent audit of the internal controls in Sampension. Furthermore the internal audit function cooperate with external audit to perform the audit, which lead to express an opinion of the Financial Statements of the companies in the Insurance administration partnership.

PricewaterhouseCoopers conducted their audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation.

This requires that they comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the Consolidated Financial Statements and the Parent Company Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements and the Parent Company Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements and the Parent Company Financial Statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the Consolidated Financial Statements and the Parent Company Financial Statements.

Audit & Risk Committee
The Board of Directors of Sampension Livsforsikring A/S (Sampension) has set up a separate Audit & Risk Committee pursuant to the audit legislation on public-interest entities.

The Audit & Risk Committee consists of the following board members:

• Torben Nielsen (Chairman of the Audit & Risk Committee)
• Jørn Pedersen (Chairman of the Board)
• Kim Simonsen (Deputy Chairman of the Board)
• Anne Mette Barfod (Member of the Board)

According to the rules on audit committees, at least one member must possess audit or accounting qualifications.

The Audit Committee has no independent decision-making powers, but is exclusively a preparatory committee charged with reviewing and monitoring certain matters. Thus, the Audit Committee assists in preparing and qualifying matters for consideration by the entire Board of Directors. However the Audit & Risk Committee is responsible of approving non-audit services.

The Audit & Risk Committee meets at least four times per year and prepares an annual plan for the committee, which is submitted to the Board of Directors for approval. According to Danish law, the Audit & Risk Committee is responsible for monitoring and assessing whether Sampension's financial reporting, internal control systems, risk management and statutory audit are planned appropriately as well as assessing the auditors' independence and issuing recommendations on the appointment or re-appointment of auditors. Furthermore the Audit & Risk Committee are to view the ORSA-reporting, the risk profile, capital plans prior to the Board of Directors approval as well as reviewing and assessing Sampension's operational risk reporting.

The Audit & Risk Committee reports regularly to the Board of Directors, ensuring that the Board receives adequate information about matters to be considered by the Board. 

Sampension has a special fiduciary responsibility for managing its pension schemes in a way that helps policyholders get the most out of their pension. Being a part of the Danish labour market pension system, Sampension contributes to the sustainable development of the Danish economy with public sector and labour-market benefits in a healthy balance. We conduct our policy on corporate social responsibility as business-driven CSR and seek to honour our social responsibility through actions taken in our business areas.

Investing activities 
Sampension has adopted an investment policy which, among other things, is based on the assumption that companies acting socially and environmentally responsibly are more likely to yield better returns over the long term by mitigating their business risk. Our responsible investment policy is designed on the principles defined in the UN Global Compact.

To help in screening and monitoring its more than 1,500 equity positions, Sampension has appointed EIRIS, a leading provider of research and risk assessment on a wide range of ethical aspects. Obviously, Sampension will always have the final say in whether to add a stock to its portfolio.

Based on the screening some companies are blacklisted and a selection of companies are chosen for engagement purposes. Companies are picked on the basis of their risk exposure to ESG (Environmental, Social and Governance) aspects, risk management or water management. Selection criteria include the companies’ existing policies, management systems and their willingness to report on those aspects to the general public.

The goal in each case is to identify companies deemed to be in a high-risk zone relative to their peers, and the purpose of engaging with companies is also to create an understanding of the themes involved and to achieve recognition of them through establishing/amending processes and policies in an open process.

Responsible investment policy

1. Social investment policy of Sampension 
 
Sampension invests in companies:

• that do not employ child labour*;
   
  Article 32 of the UN Convention on the Rights of the Child (1989)
   
  ILO Convention (No. 138) concerning Minimum Age (1973) and ILO Convention (No. 182) concerning the Worst Forms of Child Labour (1999)

• that respect equal rights regardless of sex, race and religion*;
   
  Articles 2 and 23(2) of the Universal Declaration of Human Rights (1948)
   
  ILO Convention (No. 111) concerning Discrimination in Respect of Employment and Occupation (1958) and ILO Convention (No. 100) concerning Equal Remuneration (1951)
  

• that respect the individual’s right to form and to join a lawful trade union*;
   
  Article 23(4) of the Universal Declaration of Human Rights (1948)
   
  ILO Convention (No. 87) concerning Freedom of Association and Protection of the Right to Organise (1948), ILO Convention (No. 98) concerning the Right to Organise and Collective Bargaining ((1949) and ILO Convention (No. 154) concerning Collective Bargaining (1981)

• that do not employ forced labour*;
   
  ILO Convention (No. 29) concerning Forced Labour (1930) and ILO Convention (No. 105) concerning the Abolition of Forced Labour (1957)

• that counteract corruption*;
   
  UN Convention against Corruption (58/4), October 2003.
   

2. Environmental investment policy of Sampension 
 
Sampension invests in companies:

• that observe the national environmental law, including the working environment law, in each country of activity*;

• that observe all ILO Conventions concerning health and safety in the work environment. At present there are more than 25 conventions in this field concerning health and safety, hours of work, sweatshops, etc.*;

• that strive to reduce their environmental impact*. 
   

3. Investment policy of Sampension concerning weapons
 
Sampension does not invest in companies:

• that produce anti-personnel mines or their components (in accordance with the Ottawa Convention)*;

• that are in any way involved in the development and proliferation of weapons of mass destruction (nuclear, biological and chemical weapons)*.

*For more details read Appendix 1.

In addition to the parent company, Sampension Group comprises a number of subsidiaries which primarily operate the Group’s investment activities.

The investment subsidiaries are:

Kapitalforeningen Sampension Invest

Komplementarselskabet Alternative Investments ApS

Sampension Forestry K/S

Sampension Private Equity K/S

Sampension Structured Credit K/S

Sampension Global Real Estate K/S

Sampension KP Danmark A/S

Sampension KP International A/S

SP HoldCo af 13.12.2018 AB

Click to see the group structure of Sampension’s investment subsidiaries

Kapitalforeningen Sampension Invest 

Certain parts of Sampension’s investments in listed equities and bonds are managed externally by Sampension Invest. Sampension Invest is a capital association and subject to the AIFM Directive. Sampension Invest and its underlying funds form part of the overall investment universe managed by Sampension KP Livsforsikring A/S.

CVR 20407131

Powers to bind the company

The fund is bound by:

1. the joint signatures of two members of the Board of Directors, or by
2. the joint signatures of one member of the Board of Directors and a member of the Executive Board of the association's asset manager.

Komplementarselskabet Alternative Investments ApS

The company's objective is to manage and act as general partner of the following companies; Sampension Global Real Estate K/S, Sampension Forestry K/S, Sampension Private Equity K/S and Sampension Structured Credit K/S. Management of the company has been outsourced to Sampension Administrationsselskab A/S.

CVR 29805830

Powers to bind the company

The Company is bound by:

1. the joint signatures of the Chairman and another member of the Board of Directors, or of
2. the Chairman and the Executive Board member.

Sampension Forestry K/S

Sampension Forestry K/S is a limited partnership. The objective of the limited partnership is to invest in forestry funds and companies whose purpose is to conduct forestry operations. The limited partnership may invest liquid funds, hold shares or extend loans to companies conducting forestry operations. The limited partnership is under the management of Komplementarselskabet Alternative Investments ApS. Sampension Forestry K/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 29805865

Sampension Forestry K/S - settlement instructions

Powers to bind the Limited Partnership

The Limited Partnership is bound by the signature of the general partner (Komplementarselskabet Alternative Investments ApS)

Sampension Private Equity K/S

Sampension Private Equity K/S is a limited partnership. The main objective of the limited partnership is to invest in private equity funds and unlisted companies. The limited partnership may invest in securities, liquid funds and derivative financial instruments. The limited partnership is under the management of Komplementarselskabet Alternative Investments ApS. Sampension Private Equity K/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 34087709

Sampension Private Equity K/S - settlement instructions

Powers to bind the Limited Partnership

The Limited Partnership is bound by the signature of the general partner (Komplementarselskabet Alternative Investments ApS).

Sampension Structured Credit K/S

Sampension Structured Credit K/S is a limited partnership. The objective of the limited partnership is to carry on investment business by investing in liquid funds, securities and derivative financial instruments. The limited partnership is under the management of Komplementarselskabet Alternative Investments ApS. Sampension Structured Credit K/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 34087717

Sampension Structured Credit K/S - settlement instructions

Powers to bind the Limited Partnership

The Limited Partnership is bound by the signature of the general partner (Komplementarselskabet Alternative Investments ApS).

Sampension Global Real Estate K/S

Sampension Global Real Estate K/S is a limited partnership. The objective of the limited partnership is to invest in property funds and companies whose objective is to own and operate real property. The limited partnership is under the management of Komplementarselskabet Alternative Investments ApS. Sampension Global Real Estate K/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 29805873

Sampension Global Real Estate K/S - settlement instructions

Powers to bind the Limited Partnership

The Limited Partnership is bound by the signature of the general partner (Komplementarselskabet Alternative Investments ApS).

Sampension KP Danmark A/S

The company's objective is to acquire through direct investment and operate real property and any activities related thereto in Denmark. Sampension KP Danmark A/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 10633605

Sampension KP Danmark A/S - settlement instructions

Powers to bind the company

The company is bound by:

1. the joint signatures of the chairman and a member of the Board of Directors; or by
2. the joint signatures of a member of the Executive Board and a member of the Board of Directors; or by
3. the joint signatures of two members of the Executive Board.

Sampension KP International A/S

The company's objective is to acquire through direct or indirect investment and operate real property and any activities related thereto outside Denmark. Sampension KP International A/S has outsourced its operations to Sampension Administrationsselskab A/S.

CVR 19696898

Sampension KP International A/S - settlement instructions

Powers to bind the company

The Company is bound by:

1. the joint signatures of the chairman of the Board of Directors and another member of the Board of Directors; or
2. the joint signatures of a member of the Executive Board and a member of the Board of Directors; or
3. the joint signatures of two members of the Executive Board.

SP HoldCo af 13.12.2018 AB

The object of the company is to own and manage real and movable property, assets and conduct operations compatible herewith.

Corporate registration number 559172-2193  (Sweden)

Powers to bind the company

The Company is bound by:

1. the joint signatures of two members of the Board of Directors, or by
2. the joint signatures of one member of the Board of Directors and the Chair of the Board of Directors.
   
   

In addition to the parent company, the Sampension Group comprises a number of subsidiaries which between them operate the Group’s business areas.

The Group also has several property companies, which own substantial parts of the Group’s property portfolio, and a number of investment companies and investment associations, primarily covering alternative investments and shares in both defined benefit and defined contribution environments.

Click to see the group structure of Sampension’s investment subsidiaries