Recommendations for good fund governance

RECOMMENDATIONS FOR GOOD FUND GOVERNANCE

The Aalborg Seamen's Home Foundation is covered by the "Recommendations for Good Foundation Governance", which are available on the website of the Committee for Good Foundation Governance www.godfondsledelse.dk. Here it follows statutorye Statement of good foundation governance, cf. section 77a of the Danish Financial Statements Act.

Recommendation The fund followsThe Foundation explains
1. Transparency and communication
1.1. recommendedthat the board of directors adopts guidelines for external communication, including who can and should speak to the public on behalf of the commercial foundation and on what matters. The guidelines shall meet the need for transparency and the stakeholders' need and opportunity to obtain relevant up-to-date information about the affairs of the foundation.The foundation follows.
Please refer to the Foundation's rules of procedure.
 
2. Tasks and responsibilities of the Board of Directors
2.1 Overall tasks and responsibilities
2.1.1 The recommendedthat, in order to ensure that the commercial foundation operates in accordance with the purpose and interests of the foundation, the Board of Directors shall at least once a year consider the foundation's overall strategy and distribution policy based on the articles of association.The fund's following.
Fixed item on the agenda for the board meeting in June.
 
2.2 Chairman and Vice Chairman of the Board of Directors
2.2.1 The recommendedthat the chairman of the board of directors organises, convenes and chairs the board meetings in order to ensure effective board work and create the best possible conditions for the board members' work individually and collectively.The foundation follows. 
2.2.2 The recommendedIf the board of directors - in addition to the chairmanship - exceptionally requests the chairman of the board to perform special operational tasks for the commercial foundation, there should be a board decision that ensures that the board of directors retains the independent overall management and control function. A proper division of labour between the chairman, deputy chairman, the rest of the board and any executive board should be ensured.The foundation follows. 
2.3 Composition and organisation of the Board of Directors
2.3.1 The recommendedthat the board of directors continuously assesses and determines which competences the board must have in order to best perform the tasks incumbent on the board.The foundation follows. 
2.3.2 The recommendedthat the board of directors, respecting any right of appointment in the articles of association, ensures a structured, thorough and transparent process for the selection and nomination of candidates for the board of directors.The foundation follows.
All new candidates are discussed at the board meetings.
 
2.3.3 The recommendedthat board members are appointed on the basis of their personal qualities and competences, taking into account the board's overall competences, and that the composition and nomination of new board members take into account the need for renewal - compared to the need for continuity - and the need for diversity in relation to e.g. business and dividend experience, age and gender.The foundation follows. 
2.3.4 The recommendedthat the composition of the board of directors, including diversity, is described annually in the management report and on the commercial foundation's website, if any, and that the following information is provided about each of the board members:
- the name and position of the member in question,- the age and gender of the member in question,- the date of joining the Board of Directors, whether the member has been re-elected and the expiry of the current term of office,- any special competencies of the member,- the member's other directorships, including positions on executive boards, boards of directors and supervisory boards, including management committees, in Danish and foreign foundations, companies, institutions and demanding organisational tasks,- which members are appointed by authorities/granting bodies etc. and- whether the member is considered independent.
The foundation follows.
To be disclosed in the financial statements.
 
2.3.5 The recommendedthat the majority of the board members of the commercial foundation are not also members of the board of directors or executive board of the foundation's subsidiary(ies), except in the case of a wholly-owned actual holding company.Not applicable. 
2.4 Independence
2.4.1 The recommendedthat an appropriate proportion of the board members are independent.

 

If the board (excluding employee-elected members) consists of up to four members, at least one member should be independent. If the board consists of five to eight members, at least two members should be independent. If the board consists of nine to eleven members, at least three members should be independent, and so on.

A board member is not considered independent in this context if he or she:

- is, or within the past three years has been, a member of the executive board or senior executive of the foundation or a material subsidiary or associated company of the foundation,

- has within the past five years received major remuneration, including distributions or other benefits, from the foundation/group or a subsidiary or associated company of the foundation in any capacity other than as a member of the foundation's board of directors or executive board,

- has within the past year had a significant business relationship (e.g. personally or indirectly as partner or employee, shareholder, customer, supplier or member of the management of companies with similar connections) with the foundation/group or a subsidiary or associated company of the foundation,

- is, or within the past three years has been, an employee or partner of an external auditor,

- has been a member of the foundation's board or executive management for more than 12 years,

- are closely related to or otherwise particularly close to persons who are not considered independent,

- is a founder or significant donor if the purpose of the foundation is to provide support to their family or others who are particularly close to them, or

- is a management member of an organisation, another foundation or similar that receives or has repeatedly within the past five years received significant donations from the foundation.

The foundation follows. 
2.5 Designation period
2.5.1 The recommendedthat the members of the Board of Directors are appointed for a minimum period of two years and a maximum period of four years.The foundation follows. 
2.5.2 The recommendedthat an age limit is set for the members of the board of directors, which is published in the management report or on the foundation's website.The foundation follows. 
2.6 Evaluation of the work of the Board of Directors and Executive Board
2.6.1 The recommendedthat the Board establishes an evaluation procedure whereby the contribution and performance of the Board, the Chairperson and the individual members are evaluated annually and the outcome is discussed by the Board.The foundation follows. 
2.6.2 The recommendedthat the board of directors annually evaluates the work and performance of any executive and/or administrator according to pre-established clear criteria.The foundation follows. 
3. Management remuneration
3.1.1 The recommendedthat members of the board of directors of commercial foundations are remunerated with a fixed amount and that members of any executive board are remunerated with a fixed amount, possibly combined with a bonus, which should not be dependent on financial performance. Remuneration should reflect the work and responsibilities that come with the position.The foundation follows. 
3.1.2 The recommendedthat the financial statements disclose the total remuneration received by each member of the board of directors and any executive management from the commercial foundation and from other companies in the group. In addition, information should be disclosed about any other remuneration that board members, other than employee representatives on the board, receive for the performance of duties for the foundation, subsidiaries of the foundation or affiliated companies of the foundation.The fund does not follow.The Foundation does not disclose the total remuneration of the Board of Directors as this would result in the director's salary being deductible from the financial statements.

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