OWNERSHIP POLICY. 17 Dec 2015

Transcription

1 OWNERSHIP POLICY 17 Dec 2015

2 WHAT IS THE PURPOSE OF THE POLICY? We are an open and active owner with a long-term approach: Our goal is to select the investments that offer the best possible long-term value. We engage actively in our investments by, for example, participating in general meetings and the nomination process for Boards and by holding regular discussions with companies management. In our public policy we openly communicate the expectations that we set for the companies that we own. In addition, our policy is based on legislation under which pension insurance companies are required to publish their ownership policy. 2

3 SIGNIFICANCE OF EARNINGS- RELATED PENSION ASSETS AND FINNISH OWNERSHIP The profitable investment of pension assets secures the sustainable financing of pensions. Ilmarinen is a major owner in Finnish listed companies. Around one third of Ilmarinen s investment assets are invested in Finland. The success of Finnish companies thus has a major impact on Ilmarinen s return on investment and the success of the earnings-related pension system. 3

4 PARTICIPATING AND EXERCISING VOTING RIGHTS AT GENERAL MEETINGS We are active and well-prepared in our participation in the general meetings of the Finnish companies that we own. 4

5 ENGAGEMENT AT GENERAL MEETINGS We expect any extraordinary motions to be explained in detail in the notice of meeting shareholders at the General Meeting to be presented with the principles of the management s remuneration and compensation plans, and any supplementary pension plans. Furthermore, a presentation of the tax policy and tax footprint is desirable. 5

6 PARTICIPATING IN THE WORK OF THE BOARD OF DIRECTORS Our procedures with regards to Board memberships are defined clearly: Ilmarinen s Board of Directors approves any and all memberships in the governing bodies of listed companies. The President and CEO approves all of the work-related memberships in the governing bodies of non-listed companies. When carrying out the evaluation, the person making the decision shall take into account 6 the independence requirements for pension insurance companies, the appropriateness of the membership, the best interests of the pension insurance company.

7 PARTICIPATING AND ENGAGING IN THE PROCESS OF NOMINATING BOARD MEMBERS We participate actively in the selection of Board members via the nomination process. We consider it to be important for the Board s members to have professional skills, experience and strengths that complement those of other members and sufficient time to take care of their tasks members to consist of both men and women nomination process to pay attention to the independence of members 7

8 COMPOSITION OF THE BOARD OF DIRECTORS When selecting Board members, we value expertise, experience and strengths that complement those of other members. The composition of the Board of Directors should also be diverse, consisting of both men and women. It is important for us that the functions of the Chairman of the Board and the President and CEO are clearly separate. 8

9 REMUNERATION We expect remuneration systems to have long-term perspective, clarity and simplicity to only reward success that has been earned to take sustainability issues into account when applicable 9

10 DIVIDEND POLICY We consider it to be important for a company to have a dividend policy approved by the Board of Directors that is active and secures the company s solvency. 10

11 COMMUNICATION WITH COMPANIES OUTSIDE THE GENERAL MEETING We hold discussions with companies we own, directly with the company s management and, if need be, with the Board of Directors. We also co-operate with other shareholders. 11

12 REPORTING We require open, regular and comprehensive reporting by the investees on their operations. In addition to financial reporting, companies should report on their governance and corporate responsibility principles, and their application. Furthermore, we consider it important that companies report on their tax policies and tax footprints. 12

13 SHARE SERIES AND VOTING RIGHTS In Ilmarinen s view, the best model is one in which one share corresponds with one vote at general meetings. We usually consider voting right restrictions and approval clauses as factors that reduce a company s value. 13

14 14