About Sampension Group
Objects of the company
Sampension Administrationsselskab A/S (CVR No. 11 37 39 33) is registered with the Danish Business Authority. lts main object is to undertake administrative tasks for life insurance companies, pension funds and pension companies, as well as asset management in a broad sense and related activities. Furthermore, it is the object of Sampension Administrationsselskab A/S to own, let and manage real property and to perform other activities obviously related thereto.
Sampension Administrationsselskab A/S is a company in the Sampension Group and a subsidiary of Sampension Livsforsikring A/S, a financial enterprise that is the ultimate parent company of the Group.
For a number of years, Sampension Administrationsselskab A/S has undertaken administrative tasks for various financial enterprises and investment companies in the Sampension Group. With effect from 1 January 2017, Sampension Administrationsselskab A/S concluded agreements with Sampension Livsforsikring A/S, the Architects' Pension Fund and the Pension Fund for Agricultural Academics and Veterinary Surgeons to enter into an insurance administration partnership established within Sampension Administrationsselskab A/S with a view to undertaking all the activities of these entities in relation to pension and insurance administration and investment management. With effect from 1 July 2019, Sampension Administrationsselskab A/S has concluded an agreement with the Pension Fund for Technicians- and Bachelor of Engineering to undertake all the activities of the pension fund’s in relation to pension and insurance administration and investment management.
The above-mentioned four financial enterprises are all co-owners of and represented on the Board of Directors of Sampension Administrationsselskab A/S, see the description of the ownership structure below.
This means that Sampension Administrationsselskab A/S will administer pension plans and manage investment portfolios for approximately 300,000 people.
Sampension Administrationsselskab A/S is governed by the Danish Companies Act (selskabsloven) and by European and Danish rules on the protection of personal data etc., and since the company undertakes administrative tasks for financial enterprises, the company is, in its capacity as administrator, also under an obligation to comply with the requirements and principles resulting from the administration agreements and financial legislation applying to the entities in question, including European and Danish financial sector regulation, anti-money laundering rules etc. Consequently, Sampension Administrationsselskab A/S is subject to supervision by, inter alia, the Danish Financial Supervisory Authority (Finanstilsynet), the Danish Data Protection Agency (Datatilsynet), the Danish Business Authority (Erhvervsstyrelsen) and the Danish tax authorities.
Corporate governance
Sampension Administrationsselskab A/S has a two-tier management structure with a Board of Directors and an Executive Board in accordance with the Danish Companies Act. The Board of Directors is elected by the shareholders in general meeting and is in charge of the overall strategic management of the company. The Executive Board is appointed by the Board of Directors and is in charge of day-to-day management of the company.
In addition, the Board of Directors has appointed a Chief lnternal Auditor who is responsible for the company's internal audits and the lnternal Audit function. Besides that, the financial statements of the company are audited by independent auditors, PwC, elected by the shareholders of the company in general meeting. Finally, the company has set up risk management, compliance and actuary functions in response to the EU's Solvency II rules.
Shareholders and management
Sampension Administrationsselskab A/S is currently owned by Sampension Livsforsikring A/S (94 %) as majority shareholder, Architects' Pension Fund (3 %) and the Pension Fund for Agricultural Academics and Veterinary Surgeons (3 %) as minority shareholders. As from the 1 July 2019, The Pension Fund for Technicians- and Bachelor of Engineering will own 6 % of the share capital in Sampension Administrationsselskab A/S and Sampension Livsforsikring A/S will have it’s ownership of Sampension Administrationsselskab A/S reduced to 88 %. As the parent company and majority shareholder, Sampension Livsforsikring A/S will still exercise a dominant influence over Sampension Administrationsselskab A/S.
The current Board of Directors of Sampension Administrationsselskab A/S consist of 15 members - where 14 members is identical to the Board of Directors of Sampension Livsforsikring A/S, see below. The last member of the Board of Directors is representing the Architects' Pension Fund and the Pension Fund for Agricultural Academics and Veterinary Surgeons as from the turn of the year. As from the 1 July 2019, the Board of Directors will be increased by one member representing the Pension Fund for Technicians- and Bachelor of Engineering. The Executive Board comprises the CEO, Hasse Jørgensen.
Beneficial owners
Sampension Administrationsselskab A/S does not have any beneficial owners as defined in Article 3 (6) (a) (i) of the 4th EU Anti-Money Laundering Directive, and hence the Executive Board of the company, Hasse Jørgensen, is registered as the beneficial owner of the company in accordance with Article 3 (6) (a) (ii) of the 4th EU Anti-Money Laundering Directive and section 58a (1) of the Danish Companies Act.
The reason is that at present and as from 1 July 2019, the group of owners of Sampension Administrationsselskab A/S consists of legal entities - Sampension Livsforsikring A/S, the Architects' Pension Fund, the Pension Fund for Technicians- and Bachelor of Engineering and the Pension Fund for Agricultural Academics and Veterinary Surgeons - and that these pension and life insurance entities do not have one or more natural persons who ultimately own or control a sufficient percentage of the shares or voting rights or exercise control by other means under European or Danish legislation, whether directly or indirectly.
The majority shareholder, Sampension Livsforsikring A/S, is a life insurance company, and like Sampension Administrationsselskab A/S it has a two-tier management structure with a Board af Directors and an Executive Board in accordance with the Danish Companies Act. Sampension Livsforsikring A/S is ultimately owned and operated by legal entities/persons in the form af the social partners, the share capital being split so that the employee organisations own one half and the employers and employer organisations the other half. Those shareholders are also represented on the Board af Directors as described in Appendix l below. Sampension Livsforsikring A/S cannot be deemed to have any beneficial owners as defined in European and Danish legislation, and hence the Executive Board of the company, Hasse Jørgensen, is registered as the beneficial owner of the company in accordance with Article 3 (6) (a) (ii) of the 4th EU Anti-Money Laundering Directive and section 58a (1) of the Danish Companies Act.
Being multi-employer pension funds, the minority shareholders, the Architects' Pension Fund, the Pension Fund for Agricultural Academics and Veterinary Surgeons and the Pension Fund for Technicians- and Bachelor of Engineering, are basically associations where the policyholders/members collectively own the equity capital, but under the Articles of Association no member will be able to exercise sufficient ownership or control over any of the pension funds. A multi-employer pension fund must have both a Board of Directors and a CEO. At least half of the members of the Board of Directors of the pension fund must be elected by and from among its members, and e.g. the professional associations of the members are also represented on the Board of Directors. The pension funds cannot be deemed to have any beneficial owners as defined in European and Danish legislation, and hence the Executive Boards of the pension funds - which will be Hasse Jørgensen - is/will be registered as the beneficial owner of the entities in accordance with Article 3 (6) (a) (ii) of the 4th EU Anti-Money Laundering Directive and section 23 (3) of the Danish Financial Business Act (lov om finansiel virksomhed).
On the basis of the above description of the ownership and control structures, the Executive Board, represented by the CEO, Hasse Jørgensen, is/will be registered, in its capacity as management, as the beneficial owner of Sampension Administrationsselskab A/S, Sampension Livsforsikring A/S, the Architects' Pension Fund, the Pension Fund for Agricultural Academics and Veterinary Surgeons and the Pension Fund for Technicians- and Bachelor of Engineering.
Neither the CEO, Hasse Jørgensen, nor his family members are politically exposed persons, and Hasse Jørgensen does not have any close associates who are politically exposed persons as defined in Article 3 (9)-(11) of the 4th EU Anti-Money Laundering Directive.
For further information about the activities and management of the company, reference is made to the Annual Report of the company at www.sampension.dk.
Sampension Livsforsikring A/S
Sampension Livsforsikring A/S (CVR No. 55 83 49 11) is a life insurance company licensed by the Danish Financial Supervisory Authority and registered with the Danish Business Authority. The company is owned by the social partners in the collective agreement areas where Sampension is the supplier of pension products. Sampension's share capital of DKK 800,000 is split between the employee organisations, which own one half, and the employers and employer organisations, which own the other half. Under the company's Articles of Association, share dividends are limited to an annual maximum of DKK 40,000. In recent years, no dividends have been distributed to shareholders, as it has been their wish that the profits should benefit the clients by way of pension insurance plans and pension payments.
The composition of the Board of Directors of Sampension Livsforsikring A/S reflects the fact that the pension company is owned and operated by the social partners. The Board of Directors has a total of 14 members, of which seven represent the shareholders, i.e. the employer and employee organisations behind the pension agreements, two have been recommended by the Board of Directors as members with special expertise, and five represent the employees of the Group.
The company is characterised by having only a very small number of employees according to the Danish Companies Act, the Danish Financial Business Act and the Solvency li rules, as the company's activities and functions are handled by the insurance administration partnership established within Sampension Administrationsselskab A/S.
The Architects' Pension Fund
The Architects' Pension Fund (AP, CVR No. 22 07 86 1 5) is a member-owned life insurance entity licensed by the Danish Financial Supervisory Authority and registered with the Danish Business Authority. The pension fund has approximately 8,300 members, most of which are qualified architects, designers or similar or employees of businesses or associations in fields related to architecture.
As from 1 January 2017, AP has - along with the Pension Fund for Agricultural Academics and Veterinary Surgeons and Sampension Livsforsikring A/S - been a part of an insurance administration partnership established within Sampension Administrationsselskab A/S, which has undertaken the administration of AP's activities in relation to pension and insurance administration and investment management.
The Board of Directors of the pension fund has a total of seven members, four of which are elected by and from among the members of the pension fund in general meeting, two are appointed by the members' professional associations represented on the Board of Directors, and one is elected by the members of the pension fund in general meeting after having been recommended by the Board of Directors as a member with special expertise.
As from 1 January 2017, the pension fund has been characterised by having only a very small number of employees according to the Danish Companies Act, the Danish Financial Business Act and the Solvency II rules, as the activities and functions of the pension fund will be handled by the insurance administration partnership established within Sampension Administrationsselskab A/S as from that date.
The Pension Fund for Agricultural Academics and Veterinary Surgeons
The Pension Fund for Agricultural Academics and Veterinary Surgeons (PJD, CVR No. 30 18 60 28) is a member-owned life insurance entity licensed by the Danish Financial Supervisory Authority and registered with the Danish Business Authority. The pension fund has approximately 9,100 members, most of which hold a degree from the Faculty of Science or the Faculty of Health and Medical Sciences at the University of Copenhagen or have a similar education, and they are comprised by pension plans under collective agreements. PJD also accepts employees of businesses and associations in fields related to these areas as members.
As from 1 January 2017, PJD has - along with the Architects' Pension Fund and Sampension Livsforsikring A/S - been a part of an insurance administration partnership established within Sampension Administrationsselskab A/S, which has undertaken the administration of PJD's activities in relation to pension and insurance administration and investment management.
The Board of Directors of the pension fund has a total of nine members, five of which are elected by and from among the members of the pension fund in a membership ballot, three are appointed by the members' eligible professional associations, and one is elected by the members of the pension fund in general meeting after having been recommended by the Board of Directors as a member with special expertise.
As from 1 January 2017, the pension has been characterised by having only a very small number of employees according to the Danish Companies Act, the Danish Financial Business Act and the Solvency II rules, as the activities and functions of the pension fund will be handled by the insurance administration partnership established within Sampension Administrationsselskab A/S as from that date.
The Pension Fund for Technicians- and Bachelor of Engineering
The Pension Fund for Technicians- and Bachelor' s of Engineering (ISP, CVR No. 12 17 32 l 0) is a memberowned life insurance entity licensed by the Danish Financial Supervisory Authority and registered with the Danish Business Authority. The pension fund has approximately 12,600 members, most of which are either technical- or bachelor of engineering serving in both the private and the public sector.
As of 1 July 2019, ISP will - along with Sampension Livsforsikring A/S, the Architects' Pension Fund and The Pension Fund for Agricultural Academics and Veterinary Surgeons - be part of an insurance administration partnership established within Sampension Administrationsselskab A/S, which will undertake the administration of ISP's activities in relation to pension and insurance administration and investment management.
The Board of Directors of the pension fund has a minimum of five, and up to six members. Three board members are elected by and from amongst the members of the pension fund at the annual general meeting. One independent board member with competences within accounting and auditing practices is elected by the members of the pension fund at the annual general meeting. One member is appointed by The Danish Society of Engineers, IDA. A final member with special expertise can be elected by the Board of Directors if deemed necessary in order to achieve the necessary and required expertise on the Board of Directors.
As of 1 July 2019, the pension fund will be characterised by having only a very small number of employees according to the Danish Companies Act, the Danish Financial Business Act and the Solvency II rules, as the activities and functions of the pension fund will be handled by the insurance administration partnership established within Sampension Administrationsselskab A/S.