Board work 2010
The Board of Directors annually establishes its working plan, in which the management and risk reporting to the Board also is established. The statutory meeting following the AGM 2010 elected the vice Chairman and appointed the Board Committee members. The Board has adopted rules of procedures for the Nordea Board of Directors (the Charter), containing inter alia rules pertaining to the areas of responsibility of the Board and the Chairman, the number of meetings, documentation of meetings and rules regarding conflicts of interest. Furthermore, the Board of Directors has adopted Instructions for the CEO specifying the CEO’s responsibilities as well as other policies, instructions and guidelines for the operations of the Group. These together with the Articles of Association, the Charter and Nordea’s values constitute the internal framework, which regulate corporate governance in Nordea. Further information regarding Nordea’s values is found here.
The Board is charged with the organisation of Nordea and the management of the Company’s operations and the overall management of the Nordea Group’s affairs in accordance with applicable rules and regulations, the Code, the Articles of Association and the Charter. Further, the Board shall ensure that the Company’s organisation in respect of accounting, management of funds, and the Company’s financial position in general includes satisfactory controls. The Board is ultimately responsible for ensuring that an adequate and effective system of internal control is established and maintained. Group Internal Audit (GIA) issues yearly to the Board an overall Assurance Statement on Nordea’s risk management control and governance process. The assurance statement for 2010 concludes that the internal control system is adequate and effective. Further information regarding internal control within Nordea is given here. At least once a year the Board meets the external auditors without the CEO or any other Company executive being present. In addition the auditor in charge meets separately with the Chairman of the Board and the Chairman of the Board Audit Committee.
During 2010, the Board held 16 meetings. 11 meetings were held in Stockholm, one in Oslo and four meetings were held per capsulam. The Board regularly follows up on the strategy, financial position and development and risks. The financial targets and the strategy are reviewed on an annual basis. During 2010, the Board also dealt with for example reports on and issues related to financial market and macro economic development, new regulatory initiatives, capital and liquidity, Internal Capital Adequacy Assessment Process (ICAAP), revised overall Group organisation, remuneration issues and transactions of significance.
Secretary of the Board of Directors is Lena Eriksson, Head of Group Legal.
The Chairman
The Chairman of the Board is elected by the shareholders at the General Meeting. According to the Charter, the Chairman shall ensure that the Board work is conducted efficiently and that the Board fulfils its duties. The Chairman shall inter alia organise and lead the Board’s work, maintain regular contact with the CEO, ensure that the Board receives sufficient information and documentation and ensure that the work of the Board is evaluated annually and that the Nomination Committee is informed of the result of the evaluation.
Evaluation of the Board
The Board of Directors annually carries out a self-evaluation process, through which the performance and the work of the Board is thoroughly evaluated and discussed by the Board. The evaluation is based on a methodology which includes questionnaires evaluating the Board as a whole and individual Board members as well as personal discussions between each Board member and the Chairman. The evaluation process is supported by an external advisory service firm.
Board Committees
In order to increase the effectiveness of the board work, the Group Board has established separate working committees. The duties of the Board Committees, as well as working procedures, are defined in specific instructions adopted by the Board annually. Each Committee regularly reports on its work to the Board. The minutes are communicated to the Board.
Updated: February 2011
