Ownership policy

Based on Section 10b of the Act on Statutory Pension Insurance Companies (354/1997), our ownership policy specifies our ownership policy and our expectations for the companies in which we hold an interest.

This policy has been approved by the Board of Directors of Veritas on 15 December 2020. The Board approves the Ownership Policy on an annual basis.

Alignment of the ownership policy with the investment strategy of Veritas

Our task as a statutory pension insurer is to provide statutory pension coverage. As a means of safeguarding pensions, the pension assets are invested in a way that endeavours to achieve the best possible return while keeping the risks at an acceptable level.

The aim of our investment activities is to secure the financing of the earnings-related pension system in a way which is both long-term and sustainable. We pursue this aim for example by making direct equity investments in listed companies in Finland and elsewhere in the EU as well as in real estate companies owned either entirely or partially by Veritas. Other equity investments (in non-listed companies or companies whose domicile is located outside of the EU) are primarily made through investment funds.

Good leadership and corporate governance within the target companies contributes to securing the long-term return on investments and, for this reason, we endeavour to influence these target companies through our ownership policy.

Responsibility is a fundamental aspect of our mandate to invest the pension assets “profitably and securely”. We incorporate sustainability issues broadly in all our investment activities, ensuring that we take environmental (E), social (S) and governance (G) aspects into consideration. In our opinion, organisations that take ESG aspects into consideration in a genuine and thorough manner succeed better financially and encounter fewer risks over the long term.

The reliable governance of our investments is of primary importance to us in order to achieve a profitable and secure investment return according to our mandate. We always ensure that the governance of our investments is solid and in line with the principles of good governance.

Our activities as an owner

  • Our method of monitoring the activities of the target entities regarding issues which are significant for our investment strategy
  • Our method of utilising our voting rights and other equity-related rights
  • Our method of engaging in dialogue with the target entities, other shareholders and stakeholders.

The focus of our ownership policy is on domestic ownership and direct influence exerted through participation in annual general meetings and communication with company management. Investment fund managers are responsible for the corporate governance related to our indirect investments.

We endeavour to be active owners and implement long-term investment policy. When monitoring our target entities, we follow each company’s strategy, financial performance, capital structure and assessment of risks caused by its activities. In addition to financial key figures and assessments, we evaluate the degree of sustainability of the activities of target companies as well as their corporate governance.

We contribute to and endeavour to influence the activities of our target companies when it is deemed necessary on account of sustainable ownership and when there is a reasonable possibility to act based on our ownership and voting rights.

If necessary, we can also co-operate with other shareholders in order to agreeing on necessary measures when appropriate.

As an owner, we attend the annual general meetings of listed companies in Finland. We support the proposals of the companies’ boards at general meetings unless otherwise justified.

When necessary, we also use other ways to influence, such as direct contact with the company’s management. The applicable methods of influence used are considered on a case-by-case basis.

he most important thing in investing the pension assets is the financial responsibility of the pension insurers: the profitability and security of the investments are vital in regards of the management of the assets and the safety of the statutory pension insurance coverage. If the activities of a target company continue to be unsatisfactory and there are no practical possibilities for influence, Veritas may consider disinvestment.

Based on the Section 10 b, Paragraph 4 of the Act on Statutory Pension Insurance Companies, we publish an annual report on the implementation of our ownership policy, the most significant voting events and our voting behaviour at the annual general meetings of those listed companies in Finland in which we are shareholders.

Expectations for companies in which Veritas holds an interest

Any company in which Veritas holds an interest must act in the interest of its shareholders while also treating all shareholders equally.

We want our target companies to take financial factors as well as other factors, such as methods, goals and risks related to sustainability into consideration in their strategies and reporting.

Good corporate governance

The corporate governance system of a target company is highly significant to the investment activities of a pension insurer, particularly when ownership is dispersed. We consider it important for the target entities to be committed to good corporate governance.

Regarding listed companies, we particularly emphasise compliance with domestic and international best practices and recommendations. Within Finland, this refers to the Finnish Corporate Governance Code for listed companies issued in 2015 or updated thereafter by the Securities Market Association. We consider it important that companies are able to clearly justify any possible deviations from the Governance Codes. As concerns non-listed companies, we expect these companies to comply with the Governance Codes to the extent that is applicable.

It is our opinion that the target companies must act in compliance with good corporate governance regarding the activities and election of their governing bodies and distribution of profits.

Reporting

We pay special attention to the clear and timely communication and sincerity of the target companies in matters that are essential to us as investors. Any company in which Veritas invests must be sufficiently transparent regarding reporting on its financial standing, strategy and risks. In addition to financial reporting, we feel it is important that the company also reports on its corporate governance as well as on factors other than financial information, such as on the types of sustainability involved in the company’s activities and the ways in which it endeavours to manage those risks.

We encourage companies to report on their environmental impacts and to set ambitious goals to reduce their environmental impact. We encourage companies to report openly on the carbon intensity and other environmental impacts of their activities, and regarding listed companies, to provide commensurate reporting to investors based on the CDP (Carbon Disclosure Project) and TCFD (Task Force on Climate Related Financial Disclosures) guidelines. We also encourage the companies in which we have invested to report in accordance with the EU Taxonomy.

Other aspects

As the annual general meeting is the central body for ownership-based steering, we require that all annual general meeting materials contain clarification of, for example, proposals for incentive schemes and grounds for any suggestions that deviate from standard annual general meeting matters.

Any incentive schemes used in the company must be motivating and challenging but such that they support the long-terms interests of the company and its owners and have a reasonable overall impact.
In terms of the Board composition, it is our opinion that the diverse competence, experience and viewpoints of the

Board members will support the business development and good governance of the company. It is important that the Board possesses the necessary competence for the future of the company. Gender balance should be realised among the members in order to ensure the diversity of the Board composition.

Membership of the CEO and personnel of Veritas in the governing bodies of other entities or foundations

This section is applicable to membership in the governing bodies of those entities in which Veritas holds an interest. A separate internal guideline is applicable to other governing body memberships of the CEO and personnel.

We comply with the following procedure when making decisions on participation in the governing bodies of other companies and entities:

  • The Board decides on the participation of the CEO and Deputy CEO in the governing bodies or committees of other companies or entities.
  • The CEO decides on the participation of the other executive group members in the governing bodies or committees of other companies or entities, with the exception of any real estate entities owned partially or entirely by Veritas. In these entities, the decision shall be made by the Chief Investment Officer.

When deciding on participation, the members of the Board must also consider whether membership in other governing bodies will impede their responsibilities as members of the Board of Veritas or cause a conflict of interest with respect to their membership on the Board of Veritas.

With the exception of real estate entities owned entirely or partially by Veritas, we do not generally endeavour to get our representatives into the governing bodies of other companies. Exceptions to this can be made if justified.

When deciding on the membership of Veritas’ CEO and personnel in the governing bodies of other entities, the following principles shall apply:

1) As part of the assessment, we consider the requirements for independence and autonomy concerning pension insurance companies. A governing body membership can only be approved if these requirements will not be jeopardised.

2) Governing body memberships cannot cause any conflicts of interest or hinder decision-making related to investment activities or an individual’s ability to manage their tasks, for example, due to disqualification or use of time.

List of positions of trust

Veritas maintains a list of positions of responsibility as stipulated in Section 10c of the Act on Statutory Pension Insurance Companies (354/1997).

Positions of trust (in Finnish)