1. ABOUT DADES / DADES GROUP
Dades is one of Denmark’s largest privately owned real-estate companies. The company has many years of experience in investing in and managing attractive and well-located properties and has through investment and continuous development built up one of the country’s largest and most attractive property portfolios.
The value of Dades’ portfolio has increased from just over DKK 7 billion in 2003 to more than 26 billion DKK in 2022. Dades’ properties are currently managed by Newsec and NREP.
The portfolio currently consists of approx. 87 office properties and 11 shopping centres, the majority of which are in the area of Copenhagen. All Dades’ properties are well-located quality properties with a total rental area of approx. 1.2 million m². Dades also owns 49 percent of the property Gl. Mønt 2-4 together with Davids Fond & Samling.
Dades currently only has activities in Denmark and no cross-border transactions. Dades has no other business lines than investment and long-term ownership of properties.
The organization currently consists of CEO, CIO, Finance director, Finance managerand Head of administration. The primary task of the team is the overall responsibility of running the company in line with Danish laws and guidance from the Board of Directors, to source new properties and to strengthen Dades’ portfolio, to ensure accurate financial reporting and to monitor the development of the existing portfolio and the deliveries from NREP and Newsec under their respective long-term management agreements.
Asset management and development of the portfolio is outsourced to NREP, whereas administration and financial management is outsourced to Newsec. In that respect, Newsec handles all work related to tax and VAT, including day-to-day handling, preparation and filing of the annual tax returns.
2. CORPORATE VALUES AND POLICIES OF DADES
At Dades, we strive to do business with focus on long-term financial performance with a high degree of responsibility and integrity.
As part of Dades’ way of doing business we consider taxes as part of Dades’ societal responsibilities and the Tax Policy is therefore considered part the of Dades’ overall corporate responsibilities.
3. TAX POLICIES FOR DADES
This document describes and explains the Tax Policy of Dades.
The purpose of the Tax Policy is to describe how taxes are viewed and managed by Dades, and how tax risk is considered from an overall perspective.
4. SCOPE OF THE DADES TAX POLICY
The Tax Policy governs all taxes paid by Dades (including corporate income tax, withholding taxes and consumption taxes such as VAT, energy taxes etc.) and encompasses all tax matters that arise within Dades. This includes tax risks and opportunities which arise within Dades.
5. RESPONSIBILITIES AND ROLE OG MANAGEMENT
As part of Dades’ approach to responsible tax, Dades’ Board of Directors has adopted this Tax Policy. Dades’ Board of Directors is ultimately accountable for the compliance with it.
Dades’ CEO is responsible for ensuring that the applicable Tax Policy is adhered to. The responsibility to implement appropriate tax governance measures is delegated to the Newsec, who is overseen by the Finance department. Newsec maintains an internal tax process and will ensure ongoing reporting to the Finance director on the progress and status of the responsible tax work. Any material effects or results will be reported to CEO and the Board of Directors by Finance.
5.1 MAIN OBJECTIVES OF THE DADES TAX POLICY
The purpose of the Tax Policy is to maintain a responsible and robust tax approach with the following main objectives:
- Mitigating tax risks by taking tax decisions on a transparent and informed basis
- Ensuring best effort to follow fiscal laws and regulations
- Striving to avoid any controversy with tax authorities in the jurisdictions where business is carried out and where investments are made and where controversy is inevitable to ensure collaborative interaction with tax authorities
- Only engaging in investment structures that are driven by commercial considerations and supported by economic substance which is not artificial (position on tax planning)
- Being transparent about our approach to tax
Dades can justify a tax position when it is in line with the business operations and a technical assessment supports that this tax position is in line with the letter of the law, the intention of the law, or case law. Dades will take reasonable steps to determine and follow the intention of the legislation.
Being ‘responsible’ implies doing business in a way that meets the expectations of a good corporate citizen. This means having a balanced tax risk profile and not engaging in aggressive tax planning, and moreover paying taxes where profits are earned in accordance with international transfer pricing rules.
The five key tax objectives are presented in greater detail below.
5.2 MANAGEMENT OF TAX RISK
Tax risk is defined as any exposure with respect to taxes (direct or indirect, cash or deferred including penalties and interest) that may result in costs which are unforeseen in financial forecasts and planning. A tax risk exposure may arise as a consequence of:
- non-compliance with existing tax legislation
- new legislation or case law etc. in any of the countries where business is carried out and where investments are made
- tax positions challenged by tax authorities in any of the countries where business is carried out and investments are made
- developments in business operations which may need special attention from a tax perspective
- corporate group structure and flow of funds, services and goods which may trigger a tax (e.g., a withholding tax) that could have been avoided or which were not foreseen
- costs or losses which may not be utilized (deducted) for tax purposes
- undesired accounting effects on tax positions in any of the countries where business is carried out
Dades has a low tolerance for tax risks. When implementing business transactions, Dades aims to understand the tax implications and risks. When reviewing the risks of a tax decision or action, we always bear in mind the requirements of the Dades Tax Policy, the legal and fiduciary duties of directors and employees, the maintenance of corporate reputation, the wider consequences of potential disagreement with tax authorities, and any possible impact in our relationship with them. Where tax laws allow for different interpretations or choices, Dades will take the view or the choice that is most beneficial to the business, provided that this position is aligned with the corporate values and can be legally as well as morally justified and defended in accordance with this policy.
Dades will only adopt a tax position if we are able to explain it and are prepared to defend it.
5.3 ENSURE THE BEST EFFORT BEING COMPLIENT
Dades should make its best effort to comply with all tax regulations and disclosure requirements in all countries in which business is carried out and/or investments are made. The ambition is to always apply best practices regarding tax computation. Dades will make use of external advisers as appropriate, as well as ensure that local finance and business managers are supported in their roles with respect to tax matters. Dades must prepare and submit tax filings required in a timely manner.
If Dades discovers errors in tax returns or correspondence with tax authorities, they should be disclosed and corrected as soon as reasonably practicable after they are identified.
In areas where the applicable tax legislation is uncertain, Dades will ensure to prepare an analysis to make an informed decision which is legally robust (i.e., justifiable, and defendable). In this regard, advice from external advisors should be obtained if the law is unclear.
Complying with the fiscal laws and regulations implies that Dades must take reasonable steps to determine the intention of the legislature and to interpret those fiscal rules consistent with that intention considering the statutory language and relevant, contemporaneous legislative history.
All intercompany transactions and dealings within the Dades take place at arm’s length terms, as defined by the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022) and the Report on the Attribution of Profits to Permanent Establishment (2010), unless otherwise required by local law. Dades will pay taxes where profits are earned in accordance with international transfer pricing rules.
5.4 AVOID CONTROVERSY AND COLLABORATIVE INTERACTION WITH TAX AUTHORITIES
As a general rule, Dades should strive to avoid any controversy with tax authorities in the jurisdictions where business is carried out and where investments are made. Consequently, Dades will adopt a robust (i.e., justifiable and defendable) tax position where the tax regulations governing business transactions allow for different interpretations or choices.
Dades will aim for all dealings with the tax authorities to be conducted in a collaborative, courteous and timely manner. Dades will participate in tax audits in a collaborative, open and fair manner based on mutual respect, transparency and trust. Dades will share with tax authorities what they have a legitimate right to see. Negotiations and settlements are made and based on principles in accordance with applicable legislation. However, Dades does not accept aggressive and wholly or partly unjustified positions taken by tax authorities. If tax authorities take a position which Dades finds technically and legally wrong or aggressive, Dades will defend the chosen tax position in the judicial system.
5.5 ATTITUDE TOWARDS TAX PLANNING
As part of a responsible tax behaviour, Dades believes that non-aggressive tax planning is acceptable. Non-aggressive tax planning measures include implementing structures with the purpose of reducing or eliminating tax exposures. Acceptable tax planning is exemplified by the following (the list is not exhaustive):
- General use of holding companies
- General use of current and historic tax losses to reduce taxable income
- General use of debt financing
- Use of hybrid entities for non-aggressive tax planning
- Structuring of transfer pricing setup in accordance with acceptable practices in jurisdictions where business is carried out and investments are made
Tax planning measures in Dades should support the overall business and should only be undertaken in this context.
Dades should not engage in aggressive tax planning. Aggressive tax planning is defined as exploitation of technicalities in a tax regime or as exploitation of inconsistencies between tax regimes to reduce tax liability. In addition, Dades considers aggressive tax planning to include transactions carried out solely or for the main purpose of obtaining a tax advantage, and where substance and form is misaligned. Dades will not engage in aggressive tax planning or structuring, as exemplified below:
- Abuse of tax treaties where holding companies are used for the sole purpose of reducing or avoiding withholding tax, and thus would likely not be in accordance with the OECD Principal Purpose Test (PPT)
- Transfer pricing planning for tax avoidance purposes
- Use of financial instruments for aggressive tax planning
- Use of hybrid entities for purposes of aggressive tax planning
- Use of highly leveraged acquisition structures in jurisdictions without general interest limitation rules in line with OECD/US principles, with the aim of reducing taxable income not in line with international market standards
5.6 PROVIDE TRANSPARENCY ON TAX MATTERS
Dades is committed to being open and transparent with respect to tax. As part of our responsible tax behavior, this Tax Policy is made publicly accessible and Dades will work closely with its majority shareholder Novo Holdings A/S providing relevant tax information which is made publicly available by Novo Holdings A/S both mandatory and voluntary disclosed information.