Gjensidige Forsikring ASA, prospectus of 4 December 2014
Registratiion Document
Gjensidige Forsikring ASAS
Registration Document
Oslo, 4 December 2014
Joint Lead Managers:
1 of 37 Gjensidige Forsikring ASA, prospectus of 4 December 2014
Registration Document Important information
The Registration Document is based on sources such as annual reports and publicly available information and forward looking information based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for the Company's (including subsidiaries and affiliates) lines of business.
A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in the bonds.
This Registration Document is subject to the general business terms of the Joint Lead Managers, available at their respective websites (www.dnb.no and www.pareto.no). The Joint Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers’ corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.
Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Verification and approval of the Registration Document by the Norwegian FSA (“Finanstilsynet”) implies that the Registration Document may be used in any EEA country that has implemented the EU Prospectus Directive. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required.
The Norwegian FSA has controlled and approved the Registration Document pursuant to the Norwegian Securities Trading Act, § 7-7. The Norwegian FSA has not controlled and approved the accuracy or completeness of the information given in the Registration Document. The control and approval performed by the Norwegian FSA relates solely to descriptions included by the Company according to a pre-defined list of content requirements. The Norwegian FSA has not undertaken any kind of control or approval of corporate matters described in or otherwise covered by the Registration Document.
The Registration Document together with a Securities Note and any supplements to these documents constitutes the Prospectus.
The content of the Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice.
Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Prospectus, Norwegian law will apply.
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Registration Document TABLE OF CONTENTS:
1 Risk factors ...... 4 2 Definitions ...... 10 3 Persons responsible ...... 11 4 Statutory Auditors ...... 12 5 Information about the issuer ...... 13 6 Business overview ...... 14 7 Organizational structure ...... 20 8 Trend information ...... 22 9 Administrative, management and supervisory bodies ...... 23 10 Major shareholders ...... 27 11 Financial information concerning the Company’s assets and liabilities, financial position and profits and losses ...... 28 12 Third party information and statement by experts and declarations of any interest ...... 30 13 Documents on display ...... 30 Cross Reference List ...... 31 Joint Lead Managers disclaimer ...... 32 Gjensidige Forsikring ASA Articles of Association ...... 33
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1 Risk factors Investing in bonds issued by Gjensidige Forsikring ASA involves inherent risks.
As the Company is the parent company of the Group, and primarily a holding company, the risk factors for Gjensidige Forsikring ASA are deemed to be equivalent for the purpose of this Registration Document.
Prospective investors should consider, among other things, the risk factors set out in the Prospectus, , before making an investment decision. The risks and uncertainties described in the Prospectus are risks of which Gjensidige Forsikring ASA is aware and that Gjensidige Forsikring ASA considers to be material to its business. If any of these risks were to occur, Gjensidige Forsikring ASA’s business, financial position, operating results or cash flows could be materially adversely affected, and Gjensidige Forsikring ASA could be unable to pay interest, principal or other amounts on or in connection with the bonds. Prospective investors should also read the detailed information set out in the Registration Document dated 4 December 2014 and any accompanying Securities Note(s), and reach their own views prior to making any investment decision.
An investment in the bonds is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.
The Group generally publishes information about its financial position and risk management in the annual report, and at a very detailed level in the accompanying Notes to the Accounts.
1.1 The Group’s technical reserves may not be adequate, resulting in run-off losses and a material adverse effect on the financial position. This could be due to either an increase in general inflation or inflation specific to insurance claims such as changes in litigation practice or medical costs. This risk is larger for long-tail claims (claims that are not settled within three years of the loss event), mainly personal accident, illness and workers' compensation. The Group’s provisions for future claims are set at a best estimate basis, meaning that all current, relevant information is included but without any specific margins for conservatism. The reserves are set using standard actuarial practice, and have been examined by external actuaries regularly. To the extent that the Group's current claims provisions are insufficient to cover actual claims or claims adjustment expenses, it will have to increase its claims provisions and incur a corresponding change to its earnings in the period in which the deficiency is identified. On the other hand, if the Group's claims provisions are excessive as a result of an over-estimation of risk, it may set premiums at levels too high to be able to compete effectively, which may result in a loss of customers and premium income.
1.2 UW1 profits are a major part of the Group’s profits, and thus critical to the financial position. Future achievement of UW profits depend on the quality of the Group’s UW and risk selection processes, its risk management and internal control, continued relationships with partner organisations, and external factors such as major catastrophes including natural perils, overall economic growth and competitors’ actions.
The UW results in the non-life insurance business is the most important part of recurring earnings. Although the Group has delievered very high and stable earnings over a number of years, the UW result is at risk if there are disruptive changes in the claims pattern or developments. If the Group charges premiums that are insufficient for the cover provided, it will suffer underwriting losses, leading to volatility in earnings and unpredictable results.
The most important factors are: The quality of the Group’s underwriting and its risk selection process, including both premium tariffs and individually underwritten risks as well as the Group’s operational controls, necessary to prevent fraud The Group maintains underwriting and operating controls that it believes are sufficient. However, any mismanagement, fraud, failure to satisfy fiduciary responsibilities or to comply with underwriting guidelines and authorization limits, or an accusation by a third party of such activities or negative publicity resulting from such activities, could have a material adverse effect. The Group also runs the risk of selecting customers with an ex post claims experience exceeding expectations. The Group's profitability would also be adversely impacted if it is not successful in selecting customers with low churn rates. If customer churn rates increased, the Group would incur additional marketing and administration costs in rebuilding its customer base.
The amount of catastrophes, including natural disasters and terrorist-related events General insurance companies, such as the Group, frequently experience losses from unpredictable events that
1 UW – underwriting, as a profit term it refers to the difference between earned premiums and claims
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Registration Document affect multiple covered risks. Such events include, among others, windstorms, severe hail, severe winter weather, floods, other weather-related events, large-scale fires, industrial explosions and other man-made disasters such as terrorist attacks. Such events are referred to as "catastrophes" and the associated risk as "catastrophe risk". The extent of the Group's losses from catastrophes is a function of the frequency of catastrophic events, the severity of the individual events and the reinsurance arrangements in place. In Norway, the Group's exposure to losses on buildings and contents due to natural perils is limited to the overall market share, as general insurance companies operating in Norway are obligated by law to participate in the Norwegian Natural Perils Pool (the "Norwegian Pool") through which losses on buildings and their contents are distributed among the participants. The Norwegian Pool buys natural catastrophe reinsurance on behalf of its members and the retention of the Norwegian Pool is distributed among the members in proportion to their market share based on the Company's fire insurance amounts as of July 1 of the claim year. The frequency and severity of catastrophes are inherently unpredictable, and a single catastrophe or multiple catastrophes in any one year could have a material adverse effect. The Group generally seeks to reduce its exposure to catastrophes by purchasing reinsurance, in addition to what is bought through the Norwegian Pool, utilizing selective underwriting practices and monitoring risk accumulation.
The overall economic growth in the economies the Group operates The Group has the major part of its business in the mature Scandinavian insurance markets, and growth in these market are in the long run in line with the growth in GDP. Negative developments in, or the general weakness of, these economies may therefore have a direct negative impact on the Group’s growth in income. Also, a weakening economy may lead to reduced demand for savings products or higher loan defaults in its banking operations.
The level of competition within the insurance business, including potential competition from new entrants lured by the high current profits for the sector In addition to the claims experience being volatile, the level of competition has also historically been volatile. This has been due to changes in the supply of insurance (UW capacity), and insurance players setting premium levels on the basis of historic or expected investment returns. Because premium levels for many products have increased over the last several years, the supply of insurance has increased and this poses a longer term risk to the Group’s UW results.
The Group faces significant competition from domestic insurers in each of the Group's principal markets, as well as from other international insurance groups, which offer the same or similar products and services. In addition, the Group faces increasing competition from banks and life insurers distributing general insurance products. Except for regulatory considerations, there are relatively few barriers to entry into the general insurance industry. The Group operates in markets in which the most important competitive factors for general insurance products include brand recognition of the issuing company, the utilization of various distribution channels, product price, the quality of services to customers before and after a contract is entered into (including claims handling), product flexibility and product innovation. If the Group is unable or is perceived to be unable to compete effectively in one or more of these areas, its competitive position will deteriorate, with a negative effect on margins, volume or both.
A substantial portion of the Group’s revenues is based on cooperation agreements and referral arrangements The Group derives a substantial portion of its gross premiums written from cooperation agreements and referral arrangements with several third parties. Gjensidige's primary cooperation agreements are with Nykredit in Denmark, the local Fire Mutuals in Norway, the Norwegian Farmers’ Assocation, Tekna and NITO, but there are also a number of other agreements.
1.3 Continued high operational efficiency and cost competitiveness is important to the Group’s competitive position and thus on its ability to generate future results and financial position. This is dependent on effective management, quality of IT systems, retention of management and employees and good risk management and internal control.
The Group has reached its stated cost efficiency target of 15%, which is a very low cost to premium ratio that serves both to enhance profits and deter new competition. If the Group fails to maintain and develop further this position, this could a material adverse impact on its competitive position and future financial position.
The most important factors are: Effective management of geographic and product expansion The Group has expanded its general insurance business into the Danish, Swedish and Baltic markets and expanded its product portfolio. In addition, the Group has also expanded its product portfolio in Norway to broaden the range of products and services it offers to its customers. The pensions and savings business offers primarily non-guaranteed (defined contribution) pension products and savings products to Norwegian private and commercial customers. The banking business offers secured and non-secured loans to the Norwegian retail market, as well as accepts deposits. These expansions set new requirements on the Group’s management to deliever on the synergies that have been the rationale behind the growth strategy, including the successful integration of acquired entities and portfolios.
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Registration Document In addition, as a result of the acquisitions concluded as part of the Group's expansion strategy outside Norway, the amount of goodwill on the Group's balance sheet has increased. Goodwill is tested for impairment at least annually and any impairment losses are charged to the income statement as an expense.
High quality of the Group's IT systems and the successful implementation of standardized processes The business of the Group depends upon IT systems and stable business solutions in all its processes, including to provide efficient customer service and claims processing. This requires also future developments of these IT systems to remain competitive and adapt to customer preferences, and includes both risks relating to the effectiveness of these systems as well as the costs to maintain and develop them.
The Group outsources IT, asset management and administrative services The Group relies on third party providers for key ICT, asset management and administrative services. For example, the Group has entered into outsourcing agreements with EVRY ASA for business process and IT- related services, and with Storebrand Asset Management for asset management services. The Group is reliant in part on the continued performance and security of these providers. Entering into contracts with less favorable terms or any disruptions in the Group's outsourced operational functions is a risk factor.
Retention of its senior management and qualified members of senior management in the future, and attraction of new skilled employees The Group has invested considerably in building the competence of its organisation. If the Group is unable to retain members of its senior management or attract and retain qualified members of senior management in the future, it may not be able to execute its business strategy.
The Group's continued success depends on its ability to attract, motivate and retain highly competent managers and specialists, particularly with financial, IT, underwriting and actuarial skills. Competition for personnel within these areas is intense among insurance companies in the Nordic region.
The Group may be exposed to failures in its risk management systems, resulting in inadequate or failed processes or systems, human errors and fraud The Group has established internal controls to secure reasonable assurance that the organization's objectives are met and proportional to the significance of risk in all areas. There can, however, be no guarantee that these controls will work efficiently at all times.
1.4 A large part of the Group’s over all profits are coming from the investment into financial assets. These are dependent upon both overall market development and the Group’s ability to risk manage these assets. Failure to do this may cause volatile profits and have a material adverse effect on its financial position.
The Group's investment returns are highly susceptible to fluctuations in financial markets. The Group's investment returns are subject to a variety of risks, including risks related to general economic conditions, market volatility and interest rate fluctuations, liquidity risk, and credit and default risk. The returns on the Group's investment portfolio are a substantial part of overall profitability.
Fixed income investments The value of the Group's fixed income portfolio could be affected by fluctuations in interest rates and inflation, changes in the credit rating of the issuer of the securities, and liquidity generally in the bond markets. A substantial portion of the Group’s fixed income portfolio is booked at amortized cost, meaning that changes in value are not recognized in annual profits unless they are divested, but the changes in market values are nonetheless affecting the capital position of the Group. The Group manages the fixed income portfolio with strict limits on single counterparties, the overall amount of credit and interest rate risk and requirements as regards diversification. Due to the nature of the Scandinavian fixed income markets, a large part of the fixed income portfolio consists of securities issued by financial institutions including covered bonds.
Equity investments The Group invests a portion of its assets in equities, which are generally subject to higher return volatility than fixed income securities. The Group's equity investment assets are affected by fluctuations in equity prices that may be adversely affected by economic conditions, stock market conditions and many other factors beyond the Group's control. The Group's equity investments are market to market. The allocation to equities and the overall market risk is managed within limits set by the Board.
Real estate investments The Group invests a portion of its assets in real estate, mainly in Norway. Rents and values are affected by several factors, including changes in general economic conditions (such as interest rates, inflation or volatility), the condition of financial markets, changes in supply within a particular area of competing floor space, and the attractiveness of real estate relative to other investment options. The value of the Group's real estate portfolio
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Registration Document may also fluctuate as a result of changes in political conditions, tax consequences, environmental standards and accounting and control expenses.
Liquidity Because of the unpredictable nature of losses liquidity needs could be volatile. This may force the Group to liquidate its investments at times and prices that are not optimal. To prevent this, the Board has required a substantial amount of very liquid assets to be held at any point in time.
A certain amount of assets are held in less liquid investments, including real estate, private equity and hedge funds. Also, in times of exceptional market volatility, normally liquid instruments might be hard to sell or might attract especially low prices. This may hinder the Group in reallocating its investment portfolio or the funding of other investments or use. In addition, illiquid markets could result in the Group's banking business being required to hold higher positions of liquid but low yielding assets as a buffer or having to raise or hold additional funds for operational purposes through financings, thereby adversely affecting revenues and results.
Credit risk in addition to credit risk as a part of fixed income investments mentioned above, the Group is exposed to credit risk in relation to third parties in number of otherareas. This includes loans and advances, including in the banking operations, tenants of property in its real estate portfolio and reinsurance counterparties. The Group also uses derivative instruments, including options, forward contracts and interest rate and currency swaps with a number of counterparties, to manage financial risk in the Group and to reduce its exposure to various business risks. Counterparty risk may arise in these instruments as a consequence of changes in market value.
Currency risk Norwegian kroner is the Group's reporting and functional currency. The Group also enters into insurance contracts under which the premiums receivable and losses payable are denominated in currencies other than Norwegian kroner, such as Danish kroner, Swedish kronor and Euro. In addition, the Group maintains a substantial portion of its investments in currencies other than Norwegian kroner. Investments in subsidiaries in foreign currencies are hedged into Norwegian kroner with a view to stabilize IFRS book equity. In general assets and liabilities in each currency are matched, but the degree of matching will vary over time and not be perfect. Hence, the financial position of the Group will be exposed to movements in foreign exchange rates.
Use of derivatives The Group uses common financial derivative instruments such as swaps, options, futures and forward contracts which it has entered into with a number of counterparties to hedge or partly hedge certain of its exposures to the financial risk factors mentioned above. There is a risk that the Group may not be able to manage these exposures adequately through the use of derivatives, or appropriate derivative products may not be available on favourable terms, or at all, or that counterparties to derviate contracts may default. The Group uses derivatives only upon board approval of each type of derivative and makes sure that reporting and risk management systems adequately handle them.
1.5 The Group’s banking and pension and savings operations are subject to risks particular to these industries. In addition the Group runs a defined benefit pension scheme for some of its employees. Banking operations The Group's banking operations are subject amongst others to funding risk, credit risk and regulatory risk. Gjensidige Bank funds its loans to customers through customer deposits and external borrowing. Although it holds a liquidity reserve as a buffer against short-term falls in external funding, the funding requirements may become more expensive or difficult to achieve and there is no guarantee that the bank will not need to access the capital markets or seek additional funding or capital from its parent company. The Group lends money to customers on both a secured (mortgages) and unsecured (consumer finance) basis. Both segments have historically experienced volatility in their delinquency and default rates, and although the Group's banking operations use strict lending criteria, these segments may be impacted by a general downturn in the economy or inefficient credit underwriting controls or fraud. Banks are heavily regulated and, following the financial crisis, are subject to changing and increasingly stringent regulatory requirements regarding their operations and financial condition, including capital and liquidity ratios. Compliance with these and any future regulations may be onerous and make it difficult for the Group's banking operations to remain profitable.
Pension and savings operations The Group offers savings and unit linked pensions products in Norway. The risk factors in the savings products are mainly related to operational controls and reaching enough business volume to cover fixed costs.
There is however also a portfolio of fully paid policies within Gjensidige Pensjon og Forsikring ASA. Through these products the Group is exposed to both longevity risk and the risk of not achieving the interest rate guarantee. The assets funded by this portfolio are invested to meet the interest rate guarantee with as high a degree of certainty as possible.
Defined benefit pension scheme
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Registration Document The Group runs a defined benefit pension scheme for some of its employees. The scheme is closed to new members. The scheme exposes the Group to longevity risk and interest rate risk, but also the risk that general salary levels, inflation and the governments base amount (‘G’) is increasing more than the actuarial assumptions. The assets backing these liabilities are managed in a separate pension fund, with the aim to securing the financial risks of the liabilities.
1.6 Capital and regulatory matters Financial services operate in a highly regulated environment, both as regards capital and liquidity, operations and products. Solvency capital is an essential means of production in this industry, demonstrating the financial resources necessary to meet the promises made to the customer and enabling risk taking. Capital and regulatory matters hence poses a number of risk factors that could a material adverse effect for the Group:
The availability and amount of reinsurance, cost of reinsurance, or inability or refusal of reinsurers to meet their financial obligations The Group's insurance businesses have exposure to reinsurers through reinsurance arrangements. The availability, amount and cost of reinsurance depends on general market conditions, the Group’s claims history and the perceived quality of underwriting and risk management within the Group.
Consequently, the Group is subject to credit risk with respect to its current and future reinsurers and has sought to mitigate this through strict rating criteria for reinsurers and utilising a large number of reinsurers.
There is also a risk of unavailability of reinsurance programs for certain types of risk from time to time, as for example terrorism risk, which may leave the Group exposed to unreinsured losses during any interim period.
Downgrading or the revocation of Gjensidige's financial strength rating could affect the Company's standing in the market and may decrease premiums and earnings, increase the cost of reinsurance, or the cost of raising new capital or funding Financial strength ratings are becoming an increasingly important factor in establishing the competitive position of insurance companies in commercial lines. S&P has assigned an insurer financial strength rating of "A" with stable outlook to the Company, as last confirmed in July 2014. The Group may have other ratings assigned by other rating agencies in the future. Gjensidige's S&P rating is subject to periodic review by, and may be revised downward or revoked at the sole discretion of, S&P.
Gjensidige acts as a reinsurer to the Norwegian Natural Perils Pool, including this into the Group’s own outwards reinsurance program yielding cost benefits to the overall reinsurance program. The pool requires its reinsurers to have a rating of at least A-.
Gjensidige Bank has a A- rating on the back of the parent company’s A rating, which in turn results in the covered bonds issued by the banking group to have a rating AAA. This reduces funding costs for the banking group.
The Group depends upon its ability to obtain and maintain certain licenses, permissions or authorizations and to comply with the relevant rules and regulations in the jurisdictions where it operates. The Group is subject to governmental regulation in each of the jurisdictions in which it currently operates. To conduct its business, the Group depends upon its ability to obtain and maintain certain licenses, permissions or authorizations. Failure to obtain, hold or renew such licenses, permissions or authorizations could have a material adverse effect on the Group's business, results of operations and financial position.
The Group also depends upon its ability to comply with the relevant rules and regulations in the jurisdictions where it operates. Among other things, insurance laws and regulations applicable to the Group: require the maintenance of solvency levels and capital adequacy, including restrictions on the payment of dividends or other distributions; set conditions for obtaining and maintaining government approval; require the licensing of insurers and their management; regulate the marketing, sale and content of certain policies; limit insurers' rights to cancel, refuse or renew policies or to withdraw from markets; give customers the right to cancel their policies under certain conditions, e.g. the right to cancel the policy within 30 days of entering into it; the right to handle personal data about customers and employees (the Personal Data Act) may entail involuntary assignments of high risk policies, participation in reinsurance facilities and underwriting associations, assessments, and other governmental charges, such as the Norwegian Natural Perils Pool; require the approval by governmental bodies of any changes in the articles of association of the Company or, other structural changes, including changes involving the corporate group structure, investments, key cooperation agreements etc.;
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Registration Document restrict the amount and type of investment assets the Company can hold;.
Changes in any of these laws and regulations or government approvals or conditions or lack of approvals could lead to disciplinary action, the imposition of fines and/or the revocation or lack of renewal of the license, permission or authorization to conduct its business in the jurisdictions in which the Group operates, or to a civil liability. The European Union has introduced a new regime governing solvency margins and provisions for insurance companies, Solvency II, the effect of which is uncertain The European Union has approved a new regime in relation to solvency capital, risk management and internal control, and public and supervisory reporting ("Solvency II"). It will enter into force January 1st 2016, although considerable details as to how it will work is still not finally decided.
Consequently, it is still uncertain exactly when and in what manner the Solvency II rules will be implemented in Norway. There are a number of existing, specific Norwegian regulations that still needs to find its form in the new regulation. This includes the capital treatment of the Norwegian Natural perils fund and the guarantee fund, and possible tax effects from the transition to a new solvency regulation. The Group therefore cannot predict the exact impact that the rules will have on the Group, and its business, capital requirements, financial condition, key risk management resources or results of operations. The Company intends to use an internal model to determine its regulatory capital under Solvency II. The Company has been using its own methodology to calculate required capital on an economic basis for a number of years. This methodology will be reviewed and adjusted for compliance with Solvency II. Given the uncertainty of future implementation of Solvency II, there can be no assurance that the Group will not need to strengthen its solvency position if and when Solvency II enters into force.
The Group may require additional capital in the future, which may not be available or may only be available on unfavorable terms. The Group's future capital requirements depend on many factors, including its ability to successfully write new business, its ability to establish premium rates and reserves at levels sufficient to cover losses, and its return on financial assets. To the extent that the funds currently available are insufficient to fund future requirements, the Group may need to raise additional funds through financings or curtail its growth and/or reduce its assets. Any equity or debt financing, if available at all, may be on unfavourable terms.
Changes in taxation laws may negatively impact the Group and/or the decisions of customers The design of long-term savings products is predicated on tax legislation valid at that time. However, future changes in tax legislation or its interpretation may, when applied to these products, have a material adverse effect, in particular on the Group's pension and savings business and consequently negatively profits.
Changes in corporate tax rules could have both a prospective and retrospective impact, both of which could adversely affect the Group.
Litigation and regulatory investigations and sanctions may have a material adverse effect on the Group's financial position The financial services industry is highly regulated. The regulations may differ between the different parts of the industry and between the various countries in which the Group operates. This complexity increases the risk of breaking any regulations, which could result in fines or reduced operating concessions from the authorities.
The Group is exposed to the risk of damage to its brand and is vulnerable to adverse market perception as it operates in a regulated industry where it must display a high level of integrity and maintain the trust and the confidence of its customers As it expands, the Group is vulnerable to adverse market perception as it must display a high level of integrity and maintain the trust and confidence of its customers. Any mismanagement, fraud, or failure to satisfy fiduciary or regulatory responsibilities, allegations of such activities, or negative publicity resulting from such activities, or the association of any of the above with the Group or a relevant industry sector generally could adversely affect the Group's reputation and the value of the Gjensidige brand.
Changes in accounting standards or policies could materially adversely affect the Group's reported results and financial position Accounting standards impact the presentation of, among other things, shareholders' equity and annual profits. The Group has adopted IFRS as its accounting standard.
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2 Definitions
Annual Report 2012 The Company's annual report for the year ended 31 December 2012
Annual Report 2013 The Company's annual report for the year ended 31 December 2013
Articles of Association Articles of association of Gjensidige Forsikring ASA
Company/Issuer/ Gjensidige Forsikring Gjensidige Forsikring ASA, a Norwegian public joint-stock company organised under the laws of Norway, including the Public Limited Companies Act
Board The board of directors of the Company
Financial Institutions Act The Norwegian Financial Institutions Act, regulating, inter alia, the authorization of financial institutions (including credit institutions), organizational requirements, finance activity, and capital adequacy requirements
Group the Company and it's subsidiaries at any given time
IFRS International Financial Reporting Standards
ISIN International Securities Identification Number
Joint Lead Managers DNB Bank ASA and Pareto Securities AS
NOK Norwegian kroner
Prospectus The Registration Document together with a Securities Note and any supplements to these documents constitutes the Prospectus.
Securities Note A document describing bonds to be offered and/or listed.
Registration Document This document dated 4 December 2014
VPS or VPS System The Norwegian Central Securities Depository, Verdipapirsentralen
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3 Persons responsible
3.1 Persons responsible for the information Persons responsible for the information given in this Registration Document are as follows: Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway.
3.2 Declaration by persons responsible Responsibility statement: Gjensidige Forsikring ASA confirms that it has taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Oslo (Norway), 4 December 2014
Gjensidige Forsikring ASA
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4 Statutory Auditors
4.1 Names and addresses
The Company’s auditors for 2013 and 2012 have been KPMG AS, independent public accountant, located at Sørkedalsveien 6, N-0369 Oslo, Norway.
State Authorised Public Accountant Arne Frogner has been responsible for the Auditor's report for 2012 and 2013.
KPMG AS is member of The Norwegian Institute of Public Accounts.
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5 Information about the issuer
5.1 History and development of the issuer
5.1.1 Legal and commercial name The legal name of the issuer is Gjensidige Forsikring ASA, the commercial name is Gjensidige Forsikring.
5.1.2 Place of registration and registration number The Company is registered in the Norwegian Companies Registry with registration number 995 568 217.
5.1.3 Date of incorporation Gjensidige Forsikring ASA was incorporated on 23 April 2010.
5.1.4 Domicile and legal form The Company is a public limited liability company organized under the laws of Norway, including the Public Limited Companies Act. See also section 7.1 Description of group that issuer is part of.
The Company's registered address is Schweigaards gate 21, N-0191 Oslo, Norway. The Company's telephone number is +47 03100.
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6 Business overview Gjensidige’s activities are divided into six segmentts, in addition to the asset management unit which managess the Group’s investment portfolio. The Group´s core operations comprise the segments general insurance Private, Commercial, Nordic and Baltics. The Group also has operations in the Pension and savings and Retail Bank segments.
The geographical presence of each segment is shown below *):
*) Earnings figures R12M Q3 2014. Other figures as at 30.09.2014. GI in Norway includes Swedish commercial GI portfolio. Nordic includes all GI business in Denmark and the private GI business in Sweden.
6.1 Activities
6.1.1 General insurance Private The Private segment offers a wide range of generaal insurance products in addition to bankiing, savings and investmennt products in the Norwegian private market. The products are sold through own distribution network. With loyaal customers and a strong brand Gjensidige has a leading position in the private inssurance market (source: Premiestatistikk skadeforsikring, www.fno.no).
Main products are: Accident and health insurance Property insurance Motor insurance Travel- and leisure insurance
Distribution: The Private segment has around 750,000 customers that are served directly either through the Company’s own distribution network or via agents and dealers/partners.
Multichannel model Gjensidige has a multi-channel strategy where products and services are directly distributed through a
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Registration Document combination of telephony, the internet and local branch offices. The customers can choose their point of contact and the service they want, and they shall experience the same quality and service regardless of channel.
38 local branch offices offer advisory services in insurance and banking and can pass on queries about pensions and savings. The customers are offered products and services via a single point of contact, which is easier for the customers and increases the possibility of increased sales of a wider range of products. A broad product offering is one of the segment's key focus areas.
The insurance offices and cooperating mutual fire insurers attend to functions that require local knowledge and personal contact. All offices offer/ provide referrals related to the total range of products.
Gjensidige’s customer centres are inbound call centres and deal with customers who contact Gjensidige for purchases, changes or advice. The customer centres are also open in the evening and handle around 1.1 million incoming calls every year. In addition the segment has 2 sales centres that focus on new sales.
The customer portal gjensidige.no is becoming increasingly important for Gjensidige’s contact with its customers, and customer service staff contributes to an increased degree of self-service by actively referring customers to the portal.
Agents and partners As a supplement to Gjensidige’s own channels, products are distributed through agents, including banks, a large number of car dealers, estate agents and via agencies.
Gjensidige’s customer centres are incoming call centres and deal with customers who contact Gjensidige for purchases, changes or advice. The customer centres are also open in the evening and handle around 1.1 million incoming calls every year. In addition the segment has 2 sales centres that focus on new sales.
The customer portal gjensidige.no is becoming increasingly important for Gjensidige’s contact with its customers, and customer service staff contribute to an increased degree of self-service by actively referring customers to the portal.
Agents and white label As a supplement to Gjensidige’s own channels, products are distributed through agents, including banks, a large number of car dealers, estate agents and via agencies.
White label distribution largely takes place through agents and business partners such as shops, car dealers and banks that wish to expand their product range with insurance products under their own label.
Outlook and priorities: The Private segment is particularly focused on efforts to retain customers and improve the quality of all customer processes. Improved availability, simplification of products and processes and a higher proportion of self-service are prioritised in order to support the Group’s financial targets and improve customer orientation.
The competition from established players continues to be strong. Gjensidige’s competitiveness in the Norwegian private market is regarded as good.
6.1.2 General insurance Commercial The Commercial segment offers a wide range of general insurance products to the commercial and municipality markets in Norway and Sweden. In Norway pension and savings products are also offered. Gjensidige is the market leader in the Norwegian commercial market (source: Premiestatistikk skadeforsikring, www.fno.no).
The main part of the customer portfolio consists of small and medium-sized enterprises, agricultural customers and municipalities.
Main products are: Accident and health insurance Property insurance (including assets and operating losses) Agricultural insurance Motor insurance General liability insurance Coastal and marine/transport insurance
In addition, Gjensidige offers complete solutions for commercial customers related to their need for pension- and savings products.
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Distribution: Most commercial customers in Gjensidige are served directly either through own distribution network or via agents and dealers/partners.
Multichannel model Gjensidige has a multi-channel strategy where products and services are directly distributed through a combination of telephony, the internet and local branch offices. The customers can choose their point of contact and the service they want, and they shall experience the same quality and service regardless of channel.
The insurance offices, cooperating mutual fire insurers and marine insurance associations attend to functions that require local knowledge and personal contact. All offices offer the total range of products, including banking, savings and investment products, however with different level of local specialist expertise. Banking products are only offered to agricultural customers.
Corporate customers/Brokers (KKM) KKM is a nationwide customer relations channel targeting brokers and Norway’s largest enterprises. KKM has a high level of marketing and professional expertise and a strong focus on risk assessment and risk management.
The service and servicing concept is based on relations with customers and brokers, and customized solutions to meet customers’ needs.
Sweden In the commercial market, distribution mainly takes place through insurance brokers and partners.
Partners As a supplement to Gjensidige’s own distribution in growth areas, the segment distributes products through agencies which only distributes for Gjensidige and under the brand name Gjensidige.
Outlook and priorities Together with even better risk pricing, simplification and automation are intended to ensure a forward-looking and customer-oriented company. Better customer experiences and more efficient service processes will be important elements in supporting the Group’s targets and ensuring good competitiveness in the commercial market.
Established companies offering a broad range of products and competition for market shares from individual players mean that there is still pressure on prices in parts of the market.
6.1.3 General insurance Nordic The Nordic segment includes the Group’s operations in the Danish private, commercial and municipal markets, and the Swedish private market.
Gjensidige has a scalable business model in the Nordics.
Main products are: Accident and health insurance Property insurance Motor insurance Agricultural insurance General liability insurance
Distribution: Denmark In cooperation with the Nykredit group, general insurance products are distributed in the private market in Denmark. Sales are conducted via call centres at Nykredit and Gjensidige, and via own underwriters in the market. The strategic collaboration on distribution has a considerable potential for Gjensidige.
In addition, private insurance products are sold through a number of partners, especially travel agents, car dealers and estate agents. The private market incidentally is served via call centres and the internet.
In the Danish commercial market, sales are made in cooperation with brokers in addition to call centres and dedicated underwriters in the market for small and medium-sized customers and agricultural customers.
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Registration Document Distribution in the municipal market takes place either directly or through brokers. The market is to a large extent based on competitive tendering.
Sweden In Sweden, general insurance products are distributed to private customers both directly by telephone and the internet and through insurance mediators (partners and agents) and travel agents. In the commercial market, distribution mainly takes place through insurance brokers and partners.
Outlook and priorities: The Nordic operations shall contribute to economies of scale, diversification of risk and increased competitiveness. The Nordic general insurance markets are relatively consolidated, but Gjensidige expects that it will be possible to grow selectively through a patient, rational approach to new opportunities for growth.
With a normalisation of the Danish property market, organic growth is expected to be slightly above market growth. The implementation of new tariffs and steps to achieve a higher proportion of self-service will be prioritised.
Work on integrating and capitalising on business synergies relating to acquired portfolios and the distribution agreement with Nykredit will also be given priority.
6.1.4 General insurance Baltic Gjensidige’s Baltic operations provide general insurance products to the private and commercial markets in Latvia, Lithuania and Estonia. The Baltics is still an immature insurance market and Gjensidige is positioned for future growth.
Main products are: Motor Property Accident and health
Distribution: The most important distribution channels in the Baltic states are direct sales and sales through insurance agents and brokers. The importance of online sales as a distribution channel continues to increase in the Baltic market. In order to rationalize operations, online sales and sales via the call centres will increase over time..
Outlook and priorities Gjensidige’s goal is to be one of the leading insurance companies in the Baltic countries. The market is relatively immature, and a significant proportion of both the private and the commercial segments is still uninsured. Sound growth is expected in step with an improvement in the general economic situation and an increase in the standard of living. Work on rationalising and streamlining distribution and more efficient processing of claims will continue.
6.1.5 Pension and Savings Pension and Savings is a growth area for Gjensidige in Norway. The segment shall contribute to sales of a wide range of products to Norwegian general insurance customers by offering various pension and savings products, mainly to the commercial market.
Main products are: Pension: Defined contribution plans with risk coverage for disability or death. Individual pension savings Individual disability pension.
Saving: Active management – customised investment solutions for institutional customers The Vekter (Watchman) Funds – combination funds consisting of Norwegian and foreign equity funds and fixed-income funds Financial advisory services adapted to the customer’s investment horizon, savings ability and willingness to take risk A number of funds from reputable managers (unit trusts, bond funds, fixed-income funds and alternative investments).
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Distribution: Pension and savings products are distributed through the distribution channels of Gjensidige Forsikring, where investment and pension advisers work systematically to sell a wider range of products to existing customers. The products are also sold through selected partners, including banks and other financial undertakings.
Outlook and priorities: Pension and Savings is a growth area that helps to make Gjensidige a complete supplier of insurance and pension products. The area contributes to stronger customer relations and loyalty among our general insurance customers.
Increased maximum rates in the Act relating to defined contribution pensions, combined with the absence of transitional rules relating to the new act on group occupational pensions, are expected to lead to a higher rate of conversion from defined benefit to defined contribution pension plans. This will increase the market for occupational pensions in which the company has specialised in.
6.1.6 Retail Bank Gjensidige Bank is an online bank that mainly targets the Norwegian private market. The bank offers day-to-day banking services, mortgages, savings products and car- and consumer financing.
Main products are: Gjensidige Bank offers the following products to private persons and the agricultural market/segment: Traditional banking products such as day-to-day banking services and savings accounts Loans secured by mortgage (housing loans and car loans) Unsecured loans (consumer loans, credit cards and credit facilities) Online, mobile and tablet banking
Distribution: Gjensidige Bank is an online bank and distribution takes place via the web portal gjensidige.no and Gjensidige’s other distribution networks, including 20 financial advice offices that cover all the large towns and cities in Norway. Consumer loans are distributed on the web portal oppfinans.no. Car financing is offered through the car dealer channel.
The bank has agreements with Tekna, the Confederation of Vocational Unions (YS), the Norwegian Society of Engineers and Technologists (NITO), and it offers products and services to these organisations’ members.
The bank has established a spesialised mortgage company (Gjensidige Bank Boligkreditt AS) to fund long term mortgage loans to the public. Gjensidige Bank Boligkreditt AS is a credit institution licensed by Norwegian authorities pursuant to section 3-3, cf section 1-5 nrs. 1, of the Financial Institutions Act to carry out financing activities pursuant to section 1-2 of the Financial Institutions Act.
Outlook and priorities: Gjensidige Bank shall support the Norwegian general insurance operations by helping to provide a wider range of products to existing general insurance customers in Norway. The bank will continue to develop customer-friendly online banking services and to increase the range of products offered through Gjensidige’s distribution system. Based on a full range of banking products and attractive terms for the private market, the bank shall contribute to the Group’s growth and profitability.
The rating of the bonds issued by Gjensidige Bank Boligkreditt AS is also expected to have a positive effect on margins in the longer term. The bank will continue its work to ensure efficient operations and lower losses on loans.
6.1.7 Investment management The Group’s investment portfolio includes all investments in the Group, except for investments and assets managed by the Pension and Savings and Retail Bank segments. The investment portfolio consists of two parts: a match portfolio and a free portfolio. The match portfolio is intended to correspond to the Group's actuarial provisions and hedge the duration. It is invested in fixed-income instruments. The free portfolio consists of various asset classes. The allocation in the free portfolio is managed according with capitalisation and risk capacity, risk tolerance as well as the Group’s ongoing risk management.
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6.2 Competition The general insurance market in Norway is characterized by high concentration, with the top five insurers (Gjensidige, If, Tryg, Sparebank 1 and DNB) collectively accounting for approximately 77.4% of the Norwegian market as at September 30, 2014 (source: Premiestatistikk skadeforsikring, www.fno.no). The Group's primary competitors in the general insurance market in Norway are other general insurance companies. The Group also faces competition from banks and life insurers distributing general insurance products. Despite such competitive pressure, the Group has been successful in maintaining profitability over time.
The Group's main competitors in Denmark are Tryg A/S, Topdanmark A/S, Codan A/S (a subsidiary of RSA Insurance Group plc), Alm. Brand A/S and If. Compared to Norway, the Danish general insurance market is more fragmented, with many smaller mutual insurers operating in specific regions, and the top five insurers (Tryg, Topdanmark, Codan, Alm. Brand and If) representing approximately 64.2% of the Danish market as at September 30, 2013 according to the Danish Insurance Association. Gjensidige had a number six position (source: Skadeforsikring (i alt) – Kvartalsvise markedsandele, www.forsikringogpension.dk).
Gjensidige also has a 1.5 per cent market share in the Swedish market (source: Svensk Försäkrings branschstatistik, www.svenskforsakring.se).
The Baltic insurance market is less mature than the Nordic market, and Gjensidige is positioned for future growth in the three Baltic countries.
The Group believes that the principal competition factors in the general insurance business include analytical based risk and product pricing, seamless multichannel distribution, brand recognition, integrated value chain business models, quality and relevance of service to customers, product flexibility and innovation and superior claims handling.
6.3 Strategy and financial targets Gjensidige aims to be the most customer-oriented general insurance company in the Nordic region. The Company will maintain its strong position in Norway and strengthen the basis for profitable growth in the Nordic region and the Baltic countries.
Gjensidige’s strategy reflects the Company’s belief in customer orientation, a down-to-earth business culture and an analytical driven approach to core operations. In sum, this is intended to give Gjensidige comparative advantages.
Financial targets
Target Comments Target achievement Combined ratio 90-93% 89.2% in 2013 Cost ratio ~15% From and including 2015 15.3% in 2013 Cost ratio target for 2014 is 15% Return on equity > 15 % (after tax) From and including 2015. 18,3% before tax in 2013 To and including 2014 the RoE target is > 15% before tax. Capitalisation S&P 'A' rating Latest confirmation of 'A' rating in July 2014 Attractive dividend policy > 70% From and including 2014. 174.4%. Total proposed dividend composed of dividend proposed on the basis of the profit for the year and dividend ascribed to the distribution of excess capital.
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7 Organizational structuree
7.1 Description of Group that Company is part of Gjensidige Forsikring ASA is the holding company of the Group. The Group consists of about 3,400 employees including Sweden, Denmark and the Baltics. The table below shows subsidiaries, associates and other related parties of the Company:
Subsidiarries
Byggeriet Forsikringsservice A/S Copenhagen, Denmark 100.0 % Försäkringshuset Amb & Rosèn AB Stockholm, Sweden 100.0 % Gjensidige Baltic AAS Riga, Latvia 100.0 % Gjensidige Bank Holding AS Oslo, Norway 100.0 % Gjensidige Norge AS Oslo, Norway 100.0 % Gjensidige Pensjon og Sparing Holding AS Oslo, Norway 100.0 % Lokal Forsikring AS Oslo, Norway 100.0 % Nordisk Forsikrings Service AS Copenhagen, Denmark 100.0 % Nykredit Forsikring A/S Copenhagen, Denmark 100.0 % Oslo Areal AS Oslo, Norway 100.0 % Samtrygd Eigedom AS Førde, Norway 100.0 %
Associates
Bilskadeinstituttet AS Oslo, Norway 29.5 % Vervet AS Tromsø, Norway 25.0 %
Other related parties
Fire Mutuals All over the country, Norway
Gjensidige Pensjonskasse Oslo, Norway 94.7 %
Percentage of votes held is the same as percentagge of interest held.
The charts below show business and operational structures of Gjensidige Forsikring ASA.
Business structure:
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7.2 Company’s performance dependent upon other group eentities Most of the business operations are carried out by the Company. However, some part of tthe business operations are carried out through subsidiaries and branches (as shown under business structurre above). To a certain degree the profit of the Company makes is dependent on the results of the operatiions of the Company's subsidiariies and branches. .
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8 Trend information At the board meeting on 20 October 2014, the Board decided that the target of a cost ratio of around 15 per cent for the general insurance operation is continued also after 2014. The Board also decided that the previously communicated targets for combined ratio (90-93) and return on equity after tax (15 per cent from and Including 2015) are continued.
Throughout 2014, Gjensidige has taken various measures to optimize its balance sheet and capital, which mean that, at the start of 2015, the Group will have a balance sheet and capital structure that supports the target of a 15 per cent return on equity after tax expense from 2015.
Competition remains strong, and is increasing to some extent, in the Norwegian general insurance market, particularly from established financial players that are focusing on general insurance. Gjensidige’s competitiveness is regarded as good, with a solid growth in premiums and volume combined with good profitability. The work of retaining and strengthening the customer base and the company’s position in the Norwegian market continues unabated. At the same time, new profitable opportunities for growth in the rest of the Nordic countries and in the Baltics are continuously assessed. Emphasis is placed on further developing cooperation with partners and distributors. The group-wide programmes for analytical pricing, customer and risk selection and the improvement of processes will continue.
Continuous investments are being made in forward-looking digital service solutions in order to meet customer needs. High priority is given to continuous competence-raising measures in order to ensure that Gjensidige remains an attractive place to work and that it has the right composition of expertise going forward. Uncertainty about the international economic situation, combined with low interest rates and financial challenges in several key economies, remains a source of uncertainty for Gjensidige as well. Gjensidige has a robust investment strategy, however. It is financially sound and has a high proportion of its business in the Norwegian general insurance market. The macroeconomic situation with respect to the Norwegian general insurance operations is still regarded as good. The Danish property market is improving, and the Baltic economies are showing positive development. There is still uncertainty relating to changes to the regulations and business conditions for the financial sector in Norway and internationally. The Solvency II regulations are expected to be implemented in Norway in 2016. New Norwegian pension legislation entered into force on 1 January 2014. The Group has substantial capital buffers in relation to internal risk models, statutory capital adequacy requirements and its target rating. The Board considers the Group’s capital situation and financial strength to be good.
8.1 Statement of no material adverse change There has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements. See section 11.6 (“Significant change in the Group’s financial or trading position”).
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9 Administrative, management and supervisory bodies
9.1 Information about persons
Board and audit committee The table below sets out the names of the members of the Board of the Company:
Name Position Business address Inge K Hansen Chairman Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Gunnhild H. Andersen Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Trond Vegard Andersen Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Hans-Erik F. Andersson* Board member and chair Gjensidige Forsikring ASA, Postboks 700 Sentrum, of the audit committee N-0106 Oslo, Norway Per Arne Bjørge* Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Kjetil Kristensen* Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Gisele Marchand* Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Gunnar Mjåtvedt* Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Mette Rostad Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Tine Gottlob Wollebekk Board member Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway * Member of the audit committee.
Inge K Hansen Inge K Hansen (1946) has been Chairman of the Board of Gjensidige since 2008. He is also Chairman of the Board of NorSun AS, Harding AS and Troms Kraft AS, and Deputy Chairperson of the Board of Hydro.
Hansen has previously been an executive vice president in Statoil and CEO of Aker Kværner. He is a graduate of the Norwegian School of Economics (NHH).
Gunnhild H. Andersen Gunnhild H Andersen (1949) has been a member of Gjensidige’s Board as an employee representative since 2008. She is a customer adviser in Gjensidige, an employee representative in the Finance Sector Union and the senior employee representative for the Claims/ IT department.
Among other things, Andersen has previously held positions as a customer adviser and claims handling consultant in Gjensidige, and has been secretary at AL Gartnerhallen. She was educated at Lunner municipal commercial college.
Trond Vegard Andersen Trond Vegard Andersen (1960) has been a member of the Board of Gjensidige since 2009. He is CEO of Fredrikstad Energi AS (FEAS), Chairman of the Board of all the subsidiaries of FEAS, a board member of Værste AS and an elected member to the General Meeting of the Gjensidige Foundation.
Among other things, Andersen has been an auditor with PricewaterhouseCoopers. He is a state-authorised public accountant and holds an MBA from the Norwegian School of Economics (NHH).
Hans-Erik F. Andersson Hans Erik F. Andersson (1950) has been a member of the Board of Gjensidige since 2008. He is an adviser, Chairman of the Board of Cision AB, and Board member of Skandia Liv Mutual, Sintercast AB and Anticimex International AB.
Among other things, Andersson has previously been managing director of Skandia Insurance Company Ltd, Nordic manager for Marsh & McLennan, and
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Registration Document Executive Director of Mercantile & General Re plc. Among other things, he studied economics, statistics and business law at Stockholm University, and has completed the INSEAD Executive Programme.
Per Arne Bjørge Per Arne Bjørge (1950) has been a member of the Board of Gjensidige since 2011. He is Chairman of the Board and general manager of PAB Consulting AS, a board member of the Gjensidige Foundation and of 3D Perception AS, and Chairman of the Board of Borgund Invest AS, Tanux Shipping KS, Tanux Shipping AS, Havskjer AS and Havstål AS.
Among other things, Bjørge has previously been a bank director with Kredittkassen and lead auditor with Fiskernes Bank. He is a university college graduate and is a qualified auditor. He has also completed the Administrative Research Institute’s executive management programme, and is a graduate of the Bank Academy.
Kjetil Kristensen Kjetil Kristensen (1970) has been a member of Gjensidige’s Board as an employee representative since 2008. He is a senior customer adviser in Gjensidige and the senior employee representative for the Private Division.
Kristensen has previously been general manager of Alta IF Football. He has an education in IT and economics from Finnmark University College.
Gisele Marchand Gisele Marchand (1958) has been a member of the Board of Gjensidige since 2010. She is President and CEO of Eksportfinans ASA, a board member and chair of the audit committee of Selvaag Bolig ASA and a board member of Eiendomsspar AS, Victoria Eiendom AS and the Norwegian Refugee Council.
Marchand has previously been CEO of the Norwegian Public Service Pension Fund, managing director of the Bates Group and has held various management positions with Den norske Bank. She is a graduate of Copenhagen Business School.
Gunnar Mjåtvedt Gunnar Mjåtvedt (1960) has been a member of Gjensidige’s Board as an employee representative since 2007. He is also Gjensidige’s senior employee representative.
Mjåtvedt has previously held positions as a sales consultant and senior consultant, and he has nearly 20 years’ experience of the insurance sector. He studied mathematics and science subjects at upper secondary school.
Mette Rostad Mette Rostad (1964) has been a member of the Board of Gjensidige since 2012. She is self-employed, a board member of Gjensidigestiftelsen and of Innherred Renovasjon, and Chair of the Board of Visit Innherred.
Rostad has previously been CFO of Aker Verdal, managing director of Aker FDV, and managing director of Clean-Tech Mid-Norway. She is a graduate of the Norwegian Business School BI.
Tine Gottlob Wollebekk Tine Gottlob Wollebekk (1962) has been a member of the Board of Gjensidige since 2014. She is a Senior Vice President responsible for Global Financial Services in Telenor ASA , Board member of Møller Gruppen AS, MicroEnsure Asia Ltd, PM Retail, Tameer Micro Finance Bank, Telenor Banka, Idea Foundation and Finn Clausen Gruppen AS.
Among other things, Wollebekk has previously had several managing positions in Skandinaviska Enskilda Banken, latest as CEO in SEB Kort and Country Manager SEB Norway. She holds a Master of Science degree in International Business from Copenhagen Business School.
Management The table below sets out the names of the members of the Management Team of the Company:
Name Position Business address Helge Leiro Baastad Chief Executive Officer Gjensidige Forsikring ASA, Postboks 700 Sentrum, N-0106 Oslo, Norway Catharina Hellerud Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 Finance, Legal and Group Sentrum, N-0106 Oslo, Norway Development (CFO) Hans Hanevold Acting Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 Private Sentrum, N-0106 Oslo, Norway
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Registration Document Hege Yli Melhus Ask Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 Private (on maternity leave) Sentrum, N-0106 Oslo, Norway Sigurd Austin Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 Commercial Sentrum, N-0106 Oslo, Norway Martin Danielsen Executive Vice President, Product Gjensidige Forsikring ASA, Postboks 700 and price Sentrum, N-0106 Oslo, Norway Cecilie Ditlev-Simonsen Executive Vice President, Brand Gjensidige Forsikring ASA, Postboks 700 management, communications Sentrum, N-0106 Oslo, Norway and marketing Mats C. Gottschalk Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 Strategy and M&A Sentrum, N-0106 Oslo, Norway Jørgen Ringdal Executive Vice President, Group Gjensidige Forsikring ASA, Postboks 700 Staff and General Services Sentrum, N-0106 Oslo, Norway Kim Rud Petersen Executive Vice President, Gjensidige Forsikring ASA, Postboks 700 International general insurance Sentrum, N-0106 Oslo, Norway Kaare Østgaard Executive Vice President, Claims Gjensidige Forsikring ASA, Postboks 700 and IT Sentrum, N-0106 Oslo, Norway
Helge Leiro Baastad Helge Leiro Baastad (1960) has been the CEO of Gjensidige since 2003. He is member of the board of Finance Norway, (the Norwegian federation for banks, insurance companies and other financial institutions) and Ungt Entreprenørskap (Junior Achievement young enterprise Norway).
Baastad joined the company in 1998 as manager of the retail segment and in 2000 was appointed executive vice president responsible for group marketing and support functions. He has previously held various senior management positions with Jordan AS and Denofa Lilleborg Fabrikker. Baastad holds an MBA from the Norwegian School of Economics.
Catharina Hellerud Catharina Hellerud (1968) has been CFO and executive vice president for Finance, Legal and Group Development in Gjensidige since 2011.
Hellerud joined Gjensidige as Head of IR in 2007, and has also held the position as Group Controller. She has previously held various positions at among other things the Oslo Stock Exchange and as an auditor in Ernst & Young. Hellerud is a state authorized public auditor from the Norwegian School of Economics and Business Administration (NHH), and holds an MBA from BI - Norwegian Business School.
Hans Hanevold Hans Hanevold (1963) is acting executive vice president for Private in Gjensidige since august 2014 and until Hege Yli Melhus Ask returns from maternity leave in May 2015.
Hanevold have previously held various executive positions in Gjensidige, most recently as director of the customer centers in Private Norway. He is a university college graduate from the Norwegian School of IT and has a Master of Management from BI- – Norwegian Business School.
Hege Yli Melhus Ask Hege Yli Melhus Ask (1974) has been executive vice president for Private in Gjensidige since 2011. She is on maternity leave, returning in May 2015. She is a member of the board of Skagerak Venture Capital I (GP) KS and in Fond for dansk norsk samarbeid.
Melhus Ask have previously held various executive positions, including CEO of Agito Nordic AS and executive vice president Markets (Private and Corporate) in Hafslund ASA. She holds a Maitrise des Sciences de Gestion (eq. MBA in Business Economics) from Université Paris IX Dauphine, France, and has been a research assistant at INSEAD, France.
Sigurd Austin Sigurd Austin (1971) has been executive vice president of Commercial in Gjensidige since 2011.
Austin joined Gjensidige in 2003, and has held various senior management positions in the group, latest as manager for SME- and agricultural segment within the Commercial segment. He has previously held various senior management positions in the Norwegian Armed Forces. Austin studied at the Norwegian Military Academy, holds a Master of Science (MSc) degree from the BI Norwegian Business School and holds an MBA degree from the Norwegian School of Economics and Business Administration (NHH).
Martin Danielsen Martin Danielsen (1966) has been executive vice president of Product and price in Gjensidige since 2009. He is chair of the board in FNO Skadedrift (Finance Norway
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Danielsen joined Gjensidige in 2006 and has held several senior management positions within the Group, including deputy CEO of Gjensidige Pensjon og Sparing. He has previously worked for McKinsey and has held various senior management positions in BearingPoint, Storebrand and If. Danielsen holds a Bachelor of Science in Business Administration from the University of Bath, and a Norwegian law degree (cand.jur.) from the University of Oslo.
Cecilie Ditlev-Simonsen Cecilie Ditlev-Simonsen (1964) has been executive vice president of Brand management, communications and marketing in Gjensidige since 2011.
Ditlev-Simonsen has previously been Managing Director of JKL Group, executive vice president in Norsk Hydro ASA and the Norwegian State Railways and Communication Manager of IBM Nordic. She holds a Bachelor of Science in Journalism ved Northwestern University i USA.
Mats C. Gottschalk Mats Gottschalk (1977) has been executive vice president of Strategy and M&A in Gjensidige since 2011.
Gottschalk has previously been executive director in the Investment Banking Division in Goldman Sachs International in London and he has held various positions in the investment banking division at J.P. Morgan in London. He holds an MSc in industrial economics and technology management from the Norwegian University of Science and Technology and the University of St. Gallen.
Jørgen Ringdal Jørgen Ringdal (1960) has been Executive Vice President of Group staff and general services since 2006.
Ringdal joined Gjensidige in 1996 and has held various executive positions within the group, including executive vice president economics/ finance. Ringdal has previously held various senior management positions among others in Norges Bank (the central bank) and KPMG. He is a state authorized public auditor and holds an MBA from the Norwegian School of Economics and Business Administration (NHH).
Kim Rud Petersen Kim Rud Petersen (1970) has been Executive Vice President for International General Insurance since 2010. He is a board member in Compass Human Resources Group A/S and Sundhedsdoktor A/S.
Rud Petersen joined KommuneForsikring in 2005 as Sales Manager. The company was later acquired by Gjensidige and he has held various positions in the company, latest as Head of Commercial in the Danish business. Rud Petersen has previously held various positions among others in Aon and Codan. He holds an EMBA from University of Monaco and IRM from Insurance Institute of America.
Kaare Østgaard Kaare Østgaard (1964) has been executive vice president of Claims and IT since 2011. He is chairman of the board in FDC AS and member of the board in SOS International.
Østgaard joined Gjensidige in 2004 as head of strategy and M&A and have held various senior management positions in Gjensidige, latest as head of IT in Gjensidige. He has previously been Deputy Managing Director and has held various executive positions in EVRY (ErgoGroup). Østgaard holds an MBA from BI Norwegian Business School.
9.2 Administrative, management and supervisory bodies conflicts of interest There are no potential conflicts of interest between any duties to the Company of the Board or the Company’s management or the audit committee, and their private interests or other duties.
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10 Major shareholders
10.1 Ownership The share capital of Gjensidige Forsikring ASA amounts to NOK 1,000,000,000 divided into 500,000 shares at nominal value of NOK 2.00 each.
Below is the list of the 20 largest shareholders (other than the Group) as at 6 October 2014 of Gjensidige Forsikring ASA.
Investor Shares % of 20 largest % of total Type Country GJENSIDIGESTIFTELSEN 311 200 115 77,42% 62,24% Sels. NOR FOLKETRYGDFONDET 24 108 066 6,00% 4,82% Sels. NOR STATE STREET BANK AND TRUST CO. 16 576 900 4,12% 3,32% Nom. USA STATE STREET BANK & TRUST COMPANY 7 765 640 1,93% 1,55% Nom. USA CLEARSTREAM BANKING S.A. 7 434 918 1,85% 1,49% Nom. LUX STATE STREET BANK & TRUST CO. 4 341 870 1,08% 0,87% Nom. USA STATE STREET BANK AND TRUST CO 3 121 868 0,78% 0,62% Nom. USA STATE STREET BANK AND TRUST CO. 2 972 219 0,74% 0,59% Nom. USA THE BANK OF NEW YORK MELLON 2 484 137 0,62% 0,50% Nom. USA STATE STREET BANK & TRUST COMPANY 2 478 320 0,62% 0,50% Nom. USA VERDIPAPIRFONDET DNB NORGE (IV) 2 382 340 0,59% 0,48% Sels. NOR CITIBANK, N.A. 2 211 152 0,55% 0,44% Nom. GBR STATE STREET BANK AND TRUST CO. 2 124 416 0,53% 0,42% Nom. USA J.P. MORGAN CHASE BANK N.A. LONDON 2 025 244 0,50% 0,41% Nom. GBR DANSKE INVEST NORSKE INSTIT. II. 1 879 840 0,47% 0,38% Sels. NOR STANDARD LIFE ASSURANCE LIMITED 1 853 148 0,46% 0,37% Sels. GBR KLP AKSJE NORGE INDEKS VPF 1 805 175 0,45% 0,36% Sels. NOR ODIN NORGE 1 762 689 0,44% 0,35% Sels. NOR SKANDINAVISKA ENSKILDA BANKEN AB 1 752 694 0,44% 0,35% Nom. SWE STATOIL PENSJON 1 674 224 0,42% 0,33% Sels. NOR Shares 20 largest shareholders 401 954 975 100% 80,39% Total shares outstanding 500 000 000 100%
In June 2010 Gjensidige Forsikring (Gjensidige) became a public limited company (ASA). At the same time, the Gjensidige Foundation was converted from an ordinary foundation to a financial foundation. Up until the end of 2010 the Gjensidige Foundation owned all the shares in Gjensidige. In connection with Gjensidige’s stock market flotation on 10 December 2010, the Foundation sold almost 40 per cent of its shares, and Gjensidige gained approximately 47,000 new shareholders. At present, the Foundation owns a little over 62 per cent of Gjensidige’s shares.
The Foundation is a financial foundation and shall execute tasks according to the at all times applicable legislation for such a foundation. The ownership shall be exercised in accordance with generally accepted principles of corporate governance for owners and within the limits and guidelines set out by the general meeting.
The Gjensidige Foundation’s financial objectives are to manage its long-term ownership of Gjensidige, to pass on a share dividend to Gjensidige’s non-life insurance customers, and to manage the revenue raised from the sale of shares.
10.2 Change in control of the Company There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.
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11 Financial information concerning the Company’s assets and liabilities, financial position and profits and losses
11.1 Historical Financial Information
Gjensidige Forsikring’s consolidated financial statements have been prepared in accordance with IFRSs endorsed by EU, and interpretations that should be adopted as of end of each year, and additional disclosure requirements in accordance with the Norwegian Financial Reporting Regulations for Insurance Companies (FOR 1998-12-16 nr 1241) pursuant to the Norwegian Accounting Act. The Group's accounting policies are shown in the Annual Report 2013, pages 75 – 82.
Gjensidige Forsikring ASA's financial statements have been prepared in accordance with the Norwegian Accounting Act and Norwegian Financial Reporting Regulations for Insurance Companies (FOR 1998-12-16 nr 1241). The Norwegian Financial Reporting Regulations for Insurance Companies is to a great extent based on IFRSs endorsed by EU, and interpretations. Gjensidige Forsikring ASA's accounting policies are shown in the Annual Report 2013, pages 147-153.
According to the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council, information in a prospectus may be incorporated by reference.
Because of the complexity in the historical financial information and financial statements this information is incorporated by reference to the Annual Report 2013 and Annual Report 2012. Please see Cross Reference List for complete references.
Annual report (pages) 2013 2012
Gjensidige Forsikring Consolidated Consolidated income statement 70 70 Consolidated balance sheets 72 72 Consolidated statements of cash flows 74 74 Notes 83-141 82-137
Gjensidige Forsikring ASA Income statement 142 138 Balance sheets 143-144 140-141 Statement of Cash Flows 146 143 Notes 154-190 150-185
11.2 Financial statements See section 11.1 (“Historical Financial Information”).
11.3 Auditing of historical annual financial information
11.3.1 Statement of audited historical financial information The historical financial information for 2013 and 2012 has been audited.
A statement of audited historical financial information for the Company is given in the Annual Report 2013 page 192-193 and the Annual Report 2012 page 188-189.
11.4 Age of latest financial information
11.4.1 Last year of audited financial information The last year of audited financial information is 2013.
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Registration Document 11.5 Legal and arbitration proceedings The Group has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the Company and/or the Group’s financial position or profitability.
11.6 Significant change in the Group's financial or trading position There has been no significant change in the financial or trading position of the Group since the end of the last financial period for which interim financial information has been published.
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12 Third party information and statement by experts and declarations of any interest
12.1 Third party information Part of the information given in this Registration Document has been sourced from a third party. It is hereby confirmed that the information has been accurately reproduced and that as far as Gjensidige Forsikring ASA is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The following table lists such third parties: Kind of information Publicly Name of third Business Qualifications Material interest available party address in the Company Premiestatistikk Yes, free Finans Norge P.O. Box 2473 Trade None skadeforsikring as of charge Solli, 0202 Oslo, association per 06 November Norway 2014, www.fno.no Skadeforsikring (i alt) Yes, free Forsikring & Philip Heymans Trade None – Kvartalsvise of charge Pension Allé 1, 2900 association markedsandele as Hellerup, per 3Q 2013, Denmark www.forsikringogpen sion.dk Svensk Försäkrings Yes, free Svensk P.O. Box 24043, Trade None branschstatistik as of charge Försäkring 104 50 association per 15 September Stockholm, 2014, Sweden www.svenskforsakrin g.se
13 Documents on display
The following documents (or copies thereof) may be inspected for the life of the Registration Document at the registered office of the Company, Schweigaards gate 21, N-0191 Oslo, Norway:
(a) the memorandum and articles of association of the Company; (b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in this Registration Document; (c) the historical financial information of the Company and their subsidiary undertakings for each of the two financial years preceding the publication of this Registration Document.
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Cross Reference List The information incorporated by reference in the Registration Document is limited to certain parts of the referred documents. The non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.
Reference in Refers to Details Registration Document 11.1 Historical Annual Report 2013, available at Group’s accounting policies, pages 75-82 Financial https://www.gjensidige.no/group/annual- Information report/annual-report-2013
Annual Report 2013, available at Company’s accounting policies, pages 147-153 https://www.gjensidige.no/group/annual- report/annual-report-2013
Annual Report 2013, available at Gjensidige Forsikring Consolidated https://www.gjensidige.no/group/annual- Consolidated income statement, page 70 report/annual-report-2013 Consolidated balance sheets, pages 72 Consolidated statements of cash flows, page 74 Notes, pages 83-141
Gjensidige Forsikring ASA Income Statement, page 142 Balance sheets, page 143-144 Statement of cash flows, page 146 Notes, pages 154-190
Annual Report 2012, available at Gjensidige Forsikring Consolidated http://www.newsweb.no/newsweb/search.do Consolidated income statement, page 70 ?messageId=322698 Consolidated balance sheets, pages 72 Consolidated statements of cash flows, page 74 Notes, pages 82-137
Gjensidige Forsikring ASA Income Statement, page 138 Balance sheets, page 140-141 Statement of cash flows, page 143 Notes, pages 150-185
Annual Report 2013, available at Auditor’s report, page 192-193 https://www.gjensidige.no/group/annual- report/annual-report-2013 Annual Report 2012, available at Auditor’s report, page 188-189 http://www.newsweb.no/newsweb/search.do ?messageId=322698
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Joint Lead Managers disclaimer
DNB Bank ASA and Pareto Securities AS (the "Joint Lead Managers") have assisted the Company in preparing this Registration Document. The Joint Lead Managers have not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively disclaim any legal or financial liability as to the accuracy or completeness of the information contained in this Registration Document or any other information supplied in connection with bonds issued by Gjensidige Forsikring ASA or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Company. Each person receiving this Registration Document acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision.
Confidentiality rules and internal rules restricting the exchange of information between different parts of the Joint Lead Managers may prevent employees of the Joint Lead Managers who are preparing this Registration Document from utilizing or being aware of information available to the Joint Lead Managers and/or affiliated companies and which may be relevant to the recipient’s decisions.
Oslo (Norway), 4 December 2014
DNB Bank ASA Pareto Securities AS
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Gjensidige Forsikring ASA Articles of Association
Vedtekter for Gjensidige Forsikring ASA
Vedtatt av generalforsamlingen 19. april 2012
§ 1 Alminnelige bestemmelser
§ 1-1 Navn og forretningskontor
Selskapets navn er Gjensidige Forsikring ASA. Selskapet er et allmennaksjeselskap. Selskapets hovedkontor (forretningskontor) og sentrale konsernfunksjoner er i Oslo kommune.
§ 1-2 Formålet
Selskapets formål er å dekke kundenes trygghetsbehov ved å tilby konkurransedyktige forsik-ringsprodukter og andre tjenester som naturlig henger sammen med dette. Selskapet kan utøve enhver form for virksomhet som er lovlig for skadeforsikringsselskap, herunder: a) indirekte skade- og livsforsikring, b) overta rene risikoforsikringer av høyst ett års varighet i livsforsikring, c) eie selskap som driver skadeforsikrings-, livsforsikrings-, bank-, finansierings- og verdi-papirvirksomhet, d) overta risikoforsikringer og gjenforsikringer innen livsforsikring i den grad loven tillater det, og annen virksomhet som naturlig henger sammen med dette.
§ 1-3 Aksjekapitalen
Aksjekapitalen er 1.000.000.000 kroner fordelt på 500.000.000 aksjer, hver pålydende 2 kroner. Aksjene skal være registrert i et verdipapirregister.
§ 2 Selskapets organer
§ 2-1 Generalforsamling
Ordinær generalforsamling holdes hvert år innen utgangen av mai måned. Generalforsamlingen innkalles av styret med minst 21 dagers skriftlig varsel til alle aksjeeiere med kjent oppholdssted.
Daglig leder samt medlemmer av styret og representantskapet har rett til å være til stede og rett til å uttale seg. Daglig leder, styrets leder, representantskapets ordfører og nominasjonskomiteens leder har plikt til å være til stede med mindre dette er åpenbart unødvendig eller det foreligger gyldig forfall. I sistnevnte tilfelle skal det utpekes stedfortreder.
På generalforsamlingen har hver aksje én stemme med mindre annet følger av lov eller offentlig vedtak.
Selskapet kan i innkallingen angi en frist for påmelding som ikke kan utløpe tidligere enn fem (5) dager før generalforsamlingen. En aksjeeier som ikke har meldt fra innen fristens utløp, kan nektes adgang til generalforsamlingen.
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Registration Document § 2-2 Generalforsamlingens oppgaver
Selskapets øverste myndighet er generalforsamlingen.
Generalforsamlingen åpnes og ledes av representantskapets ordfører, eventuelt varaordfører, og ved begges fravær av styrets leder eller annen person utpekt av styret.
Den som åpner generalforsamlingen, skal opprette en fortegnelse over de møtende aksjeeiere og representanter for aksjeeiere med oppgave over hvor mange stemmer hver av dem representerer. Denne fortegnelse anvendes inntil den måtte bli endret av generalforsam-lingen. Ved stemmelikhet gjelder det som møtelederen slutter seg til, også når denne ikke har stem-merett.
Den ordinære generalforsamlingen skal: a) godkjenne årsregnskap og årsberetning, b) godkjenne anvendelse av overskudd eller dekning av underskudd, c) velge medlemmer og varamedlem til kontrollkomiteen, herunder leder, d) velge medlem-mer og varamedlemmer til representantskapet, e) fremme forslag om valg av ordfører og varaordfører, f) velge medlemmer og leder til nominasjonskomiteen, og fastsette instruks for nominasjons-komiteen, g) fastsette godtgjørelse til medlemmer og varamedlemmer av kontrollkomiteen, represen-tantskapet og nominasjonskomiteen, og h) behandle andre saker som etter lov eller vedtekter hører inn under generalforsamlingen.
Bare de saker som er nevnt i innkallingen, skal behandles på generalforsamlingen.
Saksdokumenter som gjelder saker som skal behandles på generalforsamlingen, sendes ikke til aksjeeiere, men skal gjøres tilgjengelige på selskapets internettsider. Aksjeeiere kan likevel kreve å få tilsendt saksdokumentene vederlagsfritt.
Styret kan beslutte at aksjonærene skal kunne delta på generalforsamlingen ved bruk av elektroniske hjelpemidler, herunder at de kan utøve sine rettigheter som aksjonærer elektronisk.
Styret kan beslutte at aksjonærene skal kunne avgi sin stemme forut for generalforsamlingen ved bruk av elektronisk kommunikasjon forutsatt at det foreligger en betryggende metode for å autentisere avsender. Slik beslutning må i så fall fremgå av generalforsamlingsinnkallingen. Styret må fastsette nærmere retningslinjer og rammer for slik stemmegivning. Retningslinjene må fremgå av innkallingen.
§ 2-3 Ekstraordinær generalforsamling
Ekstraordinær generalforsamling holdes når styret, representantskapet eller representant-skapets ordfører finner det nødvendig, eller når det til behandling av et bestemt angitt emne kreves skriftlig av revisor eller aksjeeiere som representerer en tyvendedel av aksjekapitalen.
For øvrig gjelder de samme regler som for ordinær generalforsamling.
§ 2-4 Nominasjonskomité
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Registration Document Nominasjonskomiteen har fire til seks medlemmer. Representantskapets ordfører er fast medlem dersom vedkommende ikke allerede er valgt av generalforsamlingen. Medlemmer og leder velges for ett år.
To representanter valgt av og blant de ansattes medlemmer i representantskapet skal delta i nominasjonskomiteens arbeid med forberedelse til valg av styreleder og ordfører og varaordfører i representantskapet. Nominasjonskomiteens leder kan innkalle de ansattes representanter til komiteens drøftelser, blant annet om sammensetning og evaluering av styret.
Komiteen skal foreslå kandidater til: a) generalforsamlingens valg av medlemmer og varamedlemmer til re-presentantskapet, b) generalforsamlingens forslag til valg av ordfører og varaordfører, c) representantskapets valg av ordfører og varaordfører, d) representantskapets valg av medlemmer til styret og styrets leder, e) generalforsamlingens valg av medlemmer og varamedlem til kontrollkomiteen og komiteens leder, f) generalforsamlingens valg av medlemmer til nominasjonskomiteen og komiteens leder, og g) representantskapets valg av revisor
Komiteen skal også foreslå godtgjørelse til ovennevnte tillitsvalgte og revisor.
§ 2-5 Kontrollkomité
Selskapet skal ha en kontrollkomité med minst tre medlemmer og ett varamedlem som velges av generalforsamlingen. Ett medlem skal tilfredsstille de krav som stilles til dommere etter § 54 annet ledd i lov om domstolene av 13. august 1915. Medlemmer, varamedlem og leder velges for ett år.
Kontroll-komiteen skal føre tilsyn med selskapets virksomhet i samsvar med lovgivningen og den instruks som fastsettes av representantskapet. Instruksen skal godkjennes av Finanstilsynet.
§ 2-6 Representantskap
Representantskapet skal bestå av 21 medlemmer eller et høyere antall medlemmer, delelig med tre, som fastsettes av generalforsamlingen.
To tredeler av medlemmene med inntil fire varamedlemmer i nummerrekkefølge velges av generalforsam-lingen. En tredel av medlem-mene med inntil tre varamedlemmer i nummerrekkefølge velges av og blant de ansatte i selskapet og brannkasser selskapet har strategisk samarbeidsavtale med. Ett av de ansattes medlemmer med personlig varamedlem velges av og blant selskapets ansatte i Sverige og Danmark, slik at medlem og varamedlem velges fra hvert sitt land.
De ansattes medlemmer velges for to år. Halvparten er på valg hvert år. Øvrige medlemmer og varamedlemmer velges for ett år. De ansattes medlem og varamedlem fra Sverige og Danmark velges for to år.
Representantskapet velger ordfører og varaordfører blant sine medlemmer.
§ 2-7 Representantskapets møter
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Registration Document Representantskapets ordfører, eventuelt varaordfører, innkaller representantskapet til møte med minst åtte dagers skriftlig varsel. Møte holdes så ofte representantskapets ordfører finner det nødvendig. Det skal innkalles til møte når styret eller minst en sjettedel av representantskapets medlemmer krever det.
Representantskapet er beslutningsdyktig når mer enn halvparten av medlemmene er til stede. Representantskapet kan likevel ikke treffe beslutning med mindre alle medlemmene er gitt anledning til å delta i sakens behandling. Har et medlem forfall, skal varamedlem gis anled-ning til å møte.
Representantskapet treffer sine beslutninger med simpelt flertall blant de møtende. Ved stem-melikhet gjør ordførerens stemme utslaget.
§ 2-8 Representantskapets oppgaver
Representantskapet skal føre tilsyn med styrets forvaltning av selskapet og med at selskapets formål fremmes i samsvar med lovgivningen, vedtekter, gene-ralforsamlingens og representantskapets beslutninger.
Videre skal representantskapet: a) velge styremedlemmer og fastsette styrets godtgjørelse. Det er bare de ansattes medlemmer i representantskapet som har stemmerett ved valg av ansattes medlemmer og varamedlemmer i styret. Det er bare de øvrige medlemmene i representantskapet som har stemmerett ved valg av de øvrige medlemmene i styret b) velge styrets leder, c) gi uttalelse til generalforsamlingen om styrets forslag til årsregnskap bør godkjennes, d) gi uttalelse til generalforsamlingen om styrets forslag til anvendelse av overskudd eller dekning av underskudd bør godkjennes, e) velge selskapets revisor og fastsette revisors godtgjørelse, f) fastsette instruks for kontrollkomiteen og behandle komiteens beretning, og g) etter forslag fra styret treffe avgjørelse i saker som gjelder: 1.investeringer av betydelig omfang i forhold til selskapets ressurser, 2.rasjonalisering eller omlegging av driften som vil medføre større omdisponeringer av arbeidsstyrken.
Det føres protokoll over forhandlingene. Representantskapet velger to representanter til å undertegne protokollen sammen med lederen.
§ 2-9 Styre
Styret skal bestå av ti medlemmer.
Tre medlemmer med to varamedlemmer i nummerrekkefølge velges blant de ansatte i selskapet og brannkasser selskapet har strategisk samarbeidsavtale med. Medlemmene og varamedlemmene velges for to år om gangen. Minimum ett medlem og varamedlem er på valg hvert år.
Øvrige styremedlemmer velges for ett år om gangen.
§ 2-10 Styrets møter
Styret møter regelmessig etter innkalling fra styrets leder. Medlem av styret og daglig leder kan kreve at styret sammenkalles.
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Registration Document Styret er beslutningsdyktig når mer enn halvparten av medlemmene er til stede eller deltar i behandlingen av en sak. Styret kan likevel ikke treffe beslutning med mindre alle medlemmer av styret så vidt mulig er gitt anledning til å delta i sakens behandling.
§ 2-11 Styrets oppgaver
Styret skal: a) lede selskapets virksomhet og påse at selskapets og aksjonærenes interesser blir ivaretatt på forsvarlig måte, b) ansette og si opp / avskjedige daglig leder og fastsette dennes lønns- og arbeidsvilkår, samt beslutte de generelle lønns- og arbeidsvilkår for de øvrige ansatte, c) opprettholde strategisk samarbeidsavtale med brannkasser som ønsker det, og fastsette det generelle innhold i de strategiske samarbeidsavtalene med brannkasser og sjøtrygdelag, d) holde seg orientert om selskapets økonomiske stilling, og plikter å påse at virksomhet, regnskap og formuesforvaltning er gjenstand for betryggende kontroll.
§ 2-12 Selskapets firma
Selskapet forpliktes ved underskrift hver for seg av styrets leder og daglig leder. Selskapet forpliktes også ved underskrift av to av styrets øvrige medlemmer i fellesskap som ikke er valgt av de ansattes medlemmer i representantskapet. Styret kan gi navngitte ansatte rett til å tegne selskapets firma. Styret kan meddele prokura.
§ 3 Endringer i vedtektene. Godkjennelse
Når ikke annet følger av gjeldende lovgivning, må beslutning om å endre vedtektene få til-slutning fra minst to tredeler så vel av de avgitte stemmer som av den aksjekapital som er representert på generalforsamlingen.
Endringer i vedtektene må godkjennes av Kongen for å være gyldige.
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