Foundation Governance

Bitten & Mads Clausen's Foundation is a Danish commercial foundation that works autonomously and independently for reasons other than those covered by the Foundation’s aim.

The Foundation is subject to the Danish Commercial Foundations Act, and as a result the Danish Business Authority oversees the Foundation. The Foundation is also covered by and follows the “Recommendations on Foundation Governance”. The recommendations can be found on the Danish Committee on Foundation Governance’s website, www.godfondsledelse.dk.

The recommendations, and how Bitten & Mads Clausen's Foundation follows them, kan be read by following the link below. 

Recommendations on Foundation Governance

Two-Tier Management System
In the two-tier management system, consisting of a Board of Directors and an Executive Board. Peter Mads Clausen is Chairman of the Board. The Board of Directors approve the overall direction of the Foundation’s development in the form of strategies and objectives. Per Have is CEO and devises the strategy and is responsible for the day-to-day management of the Foundation and for the implementation of the strategy.

The Foundation's Aim

The Foundation’s primary aim is to bolster Danfoss so that the company is guaranteed financially sound and competitive development. This is managed via the Foundation’s holding of shares in Danfoss A/S. The Foundation also uses its influence as a shareholder when it is time to appoint members of the Danfoss board. Finally, the Foundation intends to work towards maintaining and increasing the number of people in work in South Jutland.

Financial position
Bitten & Mads Clausen's Foundation has basic capital of 400 million class A shares of nominal value. The Foundation also has capital at its disposal consisting of class B shares in Danfoss A/S, capital investments, asset management and a liquid portfolio.

Asset management
The Foundation has appointed an investment committee to ensure that the Foundation’s money is invested and managed in the best possible way. The committee prepares and maintains an investment strategy to ensure the correct balance of risk, return and maturity. The investment strategy has a moderate risk profile and aims to generate an appropriate risk-adjusted return.  

Articles of Association – Trust Deed
The aim of the Foundation is to have a consolidating effect on Danfoss A/S in terms of both management and capital structure in order to benefit the company and all those associated with it.

According to the Foundation’s articles of association, the basic capital must be left alone so that the aforementioned shares in Danfoss A/S are never sold or borrowed against in any way, just as the associated voting rights must always remain within the Foundation without restriction. 

The capital at the Foundation’s disposal may be invested in listed bonds, bank-guaranteed mortgages, instruments of debt or high-interest deposit accounts with financial institutions. If the Board of Directors deems it appropriate, the Foundation may also invest in stocks and shares. 

The Foundation’s Trust Deed (in Danish) can be read here.

Sustainability

The Foundation has developed a supplementary report based on the sustainability report from Danfoss A/S. To read the sustainability reports, please follow this link.

Sustainability

Mandatory Report under the Danish Financial Statements Act §99a
The most important subsidiary of the BMC Group, Danfoss A/S, has followed the UN Global Compact Initiatives since 2002. In line with this, the Foundation seeks to react proactively to standards and laws to ensure sustainable community development. The Foundation’s overall goal is for the companies within the BMC Group to be regarded as sustainable and responsible in all matters. The concept of sustainability unites and balances the overall perspectives when it comes to social, environmental and financial responsibility.

Highlights of the financial year
The Foundation routinely submits annual reports to the Danish Business Authority in which financial statements and primary activities for the year are presented. The financial statements specify the Foundation’s revenue, profit, free cash flow and equity. They also show that each year the Foundation expects to make awards totalling between DKK 50 and 60 million. 

Annual Reports