Fund Governance policy for the Associations of the Jyske Invest Group

(Most recently adopted on 3 November 2021)

The Associations of the Jyske Invest Group comply with the Fund Governance recommendations laid down by Investering Danmark (as implemented in Sector Recommendation About Fund Governance) (Good Management of Investment Associations)) in a general Fund Governance policy. The policy applies the Recommendations in chronological order in such a way that each area has been considered and included as recommended or excluded on the basis of a reasoned explanation, the so-called principle of follow or explain. If the Recommendations have not been followed, it will be clearly stated in the text.

The sector recommendation about good management of investment associations must be seen as a supplement to legislation and does therefore not comprise the governance issues which are covered by the comprehensive regulation laid down, among other things, in the Danish Act on Investment Associations etc., the Danish Act on Asset Managers of Alternative Investment Funds etc., the Danish Financial Business Act as well as the Danish executive order on the management, control and administration of Danish UCITS. This for instance comprises rules about the obligation to act independently and exclusively in the interest of investors, policy for conflicts of interest, risk management and compliance, competence requirements of the Supervisory Board, relevant policies and recovery plans etc., delegation and segregation of functions.


Good management is the conduct practised by the management of associations to ensure the best possible conditions for investors and ensure a good relationship with the stakeholders. The use of ”Management” shall be understood as the Management Board of Jyske Invest Fund Management A/S and the Supervisory Boards of the Associations.


The Supervisory Boards of the Associations have entered into administration agreements with Jyske Invest Fund Management A/S as investment management company and asset manager about the performance of all administrative and management tasks for the administrative investment and capital associations (hereinafter called "Association/Associations") of the Jyske Invest Group. Jyske Invest Fund Management A/S is owned by Jyske Bank A/S. The Associations of the Jyske Invest Group have the same Supervisory Board members (hereinafter called "the Supervisory Board").


Since capital associations are basically targeted at institutional investors, some of the provisions stated below may not apply to capital associations of Jyske Invest Group.

1. General meetings and investor issues

1.1 Information about investor rights
  • The Management ensures investors easy access to information about investor rights.

1.2 Influence and communication
  • The Management promotes active ownership, including investors' participation in general meetings.
  • In principle, relevant material for investors will be published at the website of the Association. The websites jyskeinvest.dk, jyskeportefolje.dk and jyskeinvest.com offer information about investor rights.
  • Investors may state their attitudes, interests and views in relation to the Association. This may take place at general meetings, at investor meetings, through dialogue with the Associations’ main distributor and through the possibility of writing to the Association via the website.


1.3 General meetings
  • General meetings are called in good time and with information about the items on the agenda. Information about annual general meetings is given at the website with at least two weeks' notice. In addition, a proxy is pictured at the website as well as guidelines for its use.
  • In principle, investors are via the website informed about the deadline for submitting written proposals for consideration at general meetings.
  • Investors may via proxy to the Supervisory Board make a decision on all items on the agenda.
  • All members of the Supervisory Board and the Executive Board are present at annual general meetings.

2. Supervisory Board

2.1 Size of the Supervisory Board       
  • The Supervisory Board has a size that ensures a constructive discussion and an efficient decisionmaking process in which all members may participate actively. At present, the Supervisory Board consists of four members.
  • The Supervisory Board considers, on an ongoing basis, whether the number of Supervisory Board members is expedient in relation to the requirements of the Association.
     
2.2 Composition
  • Every year, the Supervisory Board considers the competencies that it must possess in order to solve its tasks in the best possible way.  
  • The Supervisory Board has a thorough process for the selection and nomination of candidates for the Supervisory Board. When considering the composition and nomination of new candidates, the need for renewal and diversity is assessed. Diversity means that initiatives are prepared to ensure sufficient difference in qualifications and competencies among the members of the Supervisory Board. Secondarily, the Supervisory Board is aware of other parameters of diversity in relation to for instance international experience, sex and age.
  • The notice of annual general meetings at which Supervisory Board members are to be elected will be accompanied by a description of the competencies of the candidates as well as information about the other directorships of the candidates.
2.3 Training of Supervisory Board members
  • On appointment of Supervisory Board members, they are given an introduction to the Association. 
  • Every year, the Supervisory Board assesses whether the members' competencies and professional knowledge should be updated in certain areas.
2.4 Time for Supervisory Board duties and other functions of Supervisory Board members
  • In advance, the individual Supervisory Board member considers the time to be spent on board duties and reserves sufficient time for such duties.
  • The Supervisory Board considers the board members' possibility of handling other duties - including other directorships and active offices.
2.5 Election period
  • Supervisory Board members are elected for terms of one year at a time.
  • The annual report describes the time the members joined the Supervisory Board and whether re-election of the member has taken place.
  • No upper limit has been specified as to how many times the chairman of the Supervisory Board and other board members can be elected.
  • Attempts will be made to maintain a certain continuity in the Supervisory Board.

3. Communication and consideration of stakeholder interests

3.1 Communication strategy
  • The Supervisory Board has adopted a communication strategy describing how we communicate with investors and other stakeholders.
3.2 Consideration of stakeholder interests       
  • The Supervisory Board considers stakeholder interests out of a long-term consideration of investor interests.

4. Company auditors

4.1 Appointment of auditor
  • The Management makes a specific and critical assessment of the auditor's independence and competence etc. for a proposal to members in general meeting regarding the appointment of auditors.
4.2 Agreement with the auditor
  • The audit agreement and the remuneration of the auditor are agreed between the Management and the auditor of the Association.
4.3 Dialogue with the auditor
  • The Supervisory Board is in regular dialogue and exchanges communication with the auditor.
  • The Supervisory Board meets at least once a year with the auditor without participation of the Management Board.
4.4 Non-audit services
  • Every year, the Supervisory Board adopts overall, general limits for the auditor's delivery of non-audit services with a view to ensuring the auditor's independence etc.
4.5 Accounting policies and accounting estimates
  • The auditors participate in the Supervisory Board meeting at which the annual report is considered and the accounting policies and the audit procedures are discussed.
4.6 Result of the audit
  • The result of the audit is discussed at meetings with the Supervisory Board with a view to examining the observations of the auditors and their conclusions based on an audit report draft.


5. Share lending

5.1 Governance
  • The recommendation to describe governance initiatives in connection with share lending is not followed since the Supervisory Board has decided that the funds of the Associations cannot use share lending.
5.2 Accounting
  • The Supervisory Board will when using share lending inform investors about the extent and earnings hereof in the annual reports with specification of income and costs in appurtenant notes and with a description in the management's review. The Supervisory Board has, however, decided that share lending must not be used by any of the funds of the Associations.