Fact Book 2005 - NASDAQ OMX Trader Nordic
Fact Book 2005 - NASDAQ OMX Trader Nordic
Fact Book 2005 - NASDAQ OMX Trader Nordic
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
companies must also have internal rules regulating the<br />
management's trading in the securities issued by the<br />
company and the company's trading in its own shares. The<br />
Copenhagen Stock Exchange has prepared a Guide to<br />
Investor Relations, which is meant as a useful tool to help<br />
build investor goodwill.<br />
Corporate Governance<br />
The Nørby Committee's report 'Recommendations for good<br />
corporate governance in Denmark - Corporate Governance<br />
in Denmark' of December 2001 has provided a set of<br />
recommendations for what is considered good corporate<br />
governance in Denmark.<br />
The Copenhagen Stock Exchange recommends that the<br />
companies address the Nørby Committee's<br />
recommendations in their annual reports.<br />
The companies may, for instance, address the<br />
recommendations by inserting a separate section hereon in<br />
their annual reports. Such a section may be concise or may<br />
contain an indication to what extent the company will<br />
implement the recommendations and reasons for any<br />
deviations or whether other principles are applied. The<br />
companies could also on the basis of the seven main fields of<br />
the recommendations give relevant information about their<br />
corporate governance principles in the annual report.<br />
In the autumn of 2002, the Exchange set up a committee,<br />
which shall follow the domestic and international debate<br />
about corporate governance. In the light of the coming<br />
'comply or explain' principle in Denmark and two<br />
recommendations by the EU Commission on independence<br />
and remuneration the Committee undertook to assume its<br />
work of preparing revised recommendations for sound<br />
corporate governance in Denmark.<br />
Announcements from shareholders about<br />
major holdings<br />
It is in the interest of the market to have knowledge of the<br />
ownership of the listed companies. A person who holds<br />
shares in companies listed on the Copenhagen Stock<br />
Exchange has an obligation to notify the Exchange when a<br />
shareholding constitutes at least 5 per cent of the voting<br />
capital or when the face value of the shares amounts to at<br />
least 5 per cent of the total share capital of the company.<br />
Subsequent changes in a shareholding shall also be notified<br />
to the market every time a limit, which is placed at 5 per cent<br />
intervals from 10 per cent to 100 per cent, is crossed. If a<br />
shareholder ceases to hold at least 5 per cent of the votes/<br />
capital, he must also notify the market thereof.<br />
Announcements of major holdings shall be reported<br />
immediately, i.e. on the trading day or the day on which an<br />
ownership is changed or established.<br />
In addition, a listed company shall notify the Exchange when<br />
its portfolio of own shares exceeds 2 per cent and at<br />
subsequent changes of 2 percentage points.<br />
Transfer of a controlling interest<br />
If a controlling interest in a listed company is transferred, this<br />
will usually lead to so material changes in the company that<br />
the minority shareholders ought to be able to dispose of their<br />
shares at a price that is not lower than the price paid for the<br />
controlling interest.<br />
If a shareholding in a company that has one or more share<br />
classes admitted to listing on the Copenhagen Stock<br />
Exchange is transferred, the transferee must therefore not<br />
later than four weeks after the transfer give all shareholders a<br />
chance to dispose of all their shares on identical terms, if the<br />
transferee:<br />
• will be holding the majority of votes<br />
• will be entitled to appoint and remove the majority of the<br />
supervisory board<br />
• will acquire a controlling interest due to the articles or<br />
other agreements<br />
• will be holding the majority of votes due to a shareholders'<br />
agreement or<br />
• will acquire a controlling interest and will be holding more<br />
than a third of the voting rights.<br />
The transferee must prepare and publish an offer document<br />
with information on the financial, etc terms of the offer,<br />
including the deadline for the acceptance of the offer and<br />
other material information necessary for the shareholders to<br />
make an informed assessment of the offer.<br />
KØBENHAVNS FONDSBØRS FACT BOOK <strong>2005</strong> 45