The corporate governance model is governed by the guidelines established by our parent company through a series of mandatory internal policies and regulations on compliance, governance and corporate matters. These standards have been taken on and adapted to DKV's structure and organisation.
This compendium of policies and standards complies with the requirements established in the Solvency II Directive, LOSSEAR (Spanish Act on the regulation, monitoring and solvency of insurance and reinsurance companies) and ROSSEAR (the latter's implementing regulation).
Board of Directors
It is the management and representation body of the company "DKV Seguros y Reaseguros, S.A.E." (Sole shareholder company). It consists of a minimum of three and a maximum of twelve Directors, who are appointed or re-elected by the General Meeting, complying with the fit and proper requirements set forth in the Solvency II Directive. The Board members declare their potential conflicts of interest on a yearly basis.
Managing, representing and exercising all the rights and assuming the obligations related to DKV's legal and economic activity.
Defining, monitoring and managing the strategy and initiatives to be implemented.
Annually approving the top-level standards and corporate policies, the corporate governance report, the financial statements and the management report that includes the non-financial information statement.
Appointing a president, secretary and CEO, and establishing any committees it deems necessary.
The Board appoints a president, secretary and CEO, and it establishes any Committees it deems necessary. Directors hold their positions for a period of six years and may be re-elected once or more times for the same period.
The Board of Directors meets as often as its president deems it appropriate and at least once a quarter.
Decisions on environmental or social matters are made jointly by the Board, when discussing matters related to the approval of strategic plans. Specifically, the Responsible business plan, the Code of conduct and the definition of the company's values and commitments clearly specify including the company's most relevant extra-financial issues regarding environmental, social and integrity matters within the strategic definition. In addition, the CEO, as well as the company's president, approve the contents of the integrated corporate report and guarantee that material issues have been addressed (key issues for the company due to their relevance both to the business and its stakeholders). The CEO is also part of the company's responsible business committee.
The Board is informed through the regulatory compliance officer of any critical issues regarding ethics that may arise internally.
Quarterly, the Board receives updates on the development of the corporate responsibility and reputation plan.
The Steering Committee is the body whose mission is to define, supervise and lead DKV's strategies and lines of action. This body focuses on achieving the financial and non-financial objectives established by the Board of Directors, with the aim of ensuring the company's long-term continuity. The Steering Committee is chaired by the CEO, Josep Santacreu.
Steering Committee [from left to right]. Francisco Villagrasa, Miguel García, Pedro Orbe, Francisco José Juan, Ignacio Lopez Eguilaz, Juan Manuel Chicote, Julián Nuño, Carlos Martínez, Mª Jesús Castro, Josep Santacreu, Pilar Madre and Javier Cubría.
Guaranteeing the feasibility of the business.
Setting the strategic framework and ensure its understanding in the organisation.
Assessing the degree of compliance with the strategic objectives.
Creating an effective and efficient organisation.
Developing talent and leadership.
Defining and promoting the corporate culture.
The Steering Committee meets as often as the CEO deems appropriate, preferably fortnightly. Meetings are held in person, alternating between the offices of Barcelona and Zaragoza, or remotely.
To the extent possible, decisions are reached by agreement. If there is no unanimous decision or there is a conflict that affects the core business, the CEO has the responsibility to decide.
In urgent instances, the decisions can be made in writing and without holding a meeting, as established in article 248.2 of Spanish Capital Companies Act, that is, by individual vote of each member by email, for example.
The CEO is the link between the company's two top bodies, with the responsibility of informing the Steering Committee of the relevant matters addressed by the Board of Directors, as well as reporting to the Board regarding the issues approved by the Committee.
Ethics and integrity
Ethical and integrity mechanisms
Ethics in DKV is a driving force behind professional and corporate excellence. It is based on people's conduct and their personal responsibility, as it is part of the assessment of their professional performance. The company has mechanisms in place to combat bribery and corruption, as well as a system for assessing, controlling and improving the management of Business ethics, which is continually updated to adapt it to the requirements of the internal regulatory framework, such as the Code of Conduct, regulations on conflicts of interest, regulations on fighting against financial crimes, anti-fraud regulations etc.; and the external regulatory framework, such as the LOSSEAR (Spanish Act on the regulation, monitoring and solvency of insurance and reinsurance companies) and the Spanish Criminal Code, with a specific crime prevention model in place.
Training actions have been carried out on money laundering prevention, privacy and personal data security, competition law and the Code of Conduct and main compliance matters for new employees at the company.
The insurance activity in Spain is carried out in a highly regulated environment, where DKV is supervised by the DGSFP (Directorate-General for Insurance and Pension Funds), which reports to the Spanish Ministry of Economic Affairs and Digital Transformation. DKV is also subject to regulation at a European level, particularly by the Solvency II Directive (2009/138/EC), the main objective of which is to improve the control and measurement of the risks to which insurance companies are exposed. It also establishes the obligation of submitting comprehensive information on the company's performance to the DGSFP and requires applying good governance standards.
Solvency II is based on three fundamental pillars:
Pillar I: Measurement of assets, liabilities and capital.
Pillar II: Oversight process.
Pillar III: Transparency requirements.
DKV is voluntarily adhered to the self-regulatory initiatives led by UNESPA, the sector's association: internal control, corporate governance, transparency, advertising, good governance in disability matters, internet, information prior to taking out health and death insurance, and resolution of claims.
We must also remember the importance to DKV, a company that markets and manages insurance policies for health, accidents and income, of privacy regulations, in particular the GDPR EU 2016/679 and, in addition to this at the domestic level, the LOPDGDD 03/2018 (Spanish data protection and guarantee of personal rights act), as well as vertical regulatory developments and regulatory developments on specific disciplines such as international transfers, subcontracting and cookie management, as well as the recent Data Protection Act of Andorra, where we have a branch, and the new EIOPA guidelines.
As a company operating only in Spain and Andorra, DKV focuses its Human Rights policy on protecting the rights of equality, diversity and non-discrimination on the grounds of race, gender or sexual orientation.
It also guarantees the rights of people with disabilities and promotes their inclusion in the workforce.
In addition, DKV's purchasing policy requires suppliers to adhere to our ethical and social principles, and the approval process includes environmental, labour and social compliance criteria.
It also launches several actions during the year to guarantee the commitment to diversity and raising awareness among employees on gender diversity, and sexual, generational and functional orientation.
DKV is one of the founding companies of the Spanish Global Compact Network.
Through this membership, a commitment is made to disseminating and contributing to the 10 principles of the UN Global Compact and the Sustainable Development Goals (SDGs).
Sustainable risk management
Aware of the importance of sustainable risk management, and in line with the recent regulatory changes in the sector, the company has developed a management system whose main goal is to analyse and inform the governing bodies about the evolution of the risks to which it is exposed.
Risks associated with the nature of the insurance business
In order to identify risks, the company analyses internal and external factors that may have an impact on the achievement of the strategic objectives. Within this scope, the dialogue with stakeholders is an important element in detecting both risks and opportunities.
The effect of COVID-19 on health insurance has caused a reduction in ordinary healthcare activity in favour of hospital care for patients infected by the virus and has boosted the digitalisation of the healthcare process and the use of telemedicine. In addition, medical providers have seen their activity greatly reduced during the state of emergency.
Prudent investment policy
Credit risk, in its financial aspect, is limited by the application of diversification policies and the requirement of a minimum credit rating of "BBB" (Standard & Poor's) in new purchases of fixed-income assets, and any subsequent rating downgrades are reviewed individually.
Interest rate risk in the fixed-income market is mitigated by means of an adequate joint management of assets and liabilities.
Our parent company, Munich Re, follows the framework of the Principles for Responsible Investment (PRI), which establish Munich Re's sustainable investment approach.
The PRI aims to improve understanding of the environmental, social and corporate governance implications of investments and to help PRI signatories integrate these issues into their investment decisions.
Munich Re not only informs the PRI, but also engages it in a fruitful dialogue to further develop its own ESG strategy in line with the latest developments. To further strengthen Munich Re's commitment to this cause, the Group's two asset managers, MEAG and Munich Re Investment Partners, also became PRI signatories in 2021.
Based on the PRI, we have established a binding Responsible Investment Directive for the entire Group, which covers all the PRI and ESG requirements related to the Group's investment management, including the binding criteria for excluding investments.