The Board Remuneration Committee
The Board Remuneration Committee (BRC) is responsible for preparing and presenting proposals to the Board of Directors on remuneration issues. When preparing such proposals, BRC shall take into account the long-term interests of shareholders, investors and other stakeholders in Nordea.
This duty includes proposals regarding the Nordea Remuneration Policy and underlying instructions and guidelines for remuneration to the executive officers to be decided by the AGM. Furthermore, proposals regarding the remuneration for the CEO, other member of GEM as well as the CAE and, on proposal by the CEO, for Group Compliance Officer and Head of Group Credit Control.
At least annually, BRC follows-up on the application of the Nordea Remuneration Policy and underlying instructions through an independent review by Group Internal Audit as well as exercises an assessment of the Nordea Remuneration Policy and remuneration system with the participation of appropriate Control Functions. BRC also has the duty to annually monitor, evaluate and report to the Board on the programmes for variable remuneration to GEM, as well as the application of the guidelines for remuneration to executive officers. At the request of the Board BRC also prepares other issues of principle for the consideration of the Board.
Members of the BRC are Marie Ehrling (Chairman), Björn Savén (until 22 December 2011) and Björn Wahlroos, as from AGM 2011. Generally, the CEO and the Head of Group Human Resources are present at meetings, with the right to participate in discussions but not in decisions. The CEO does not participate in considerations regarding his own employment terms and conditions.
The members of the BRC are independent of the Company and the executive management of the Company. All members, apart from Björn Wahlroos, are also independent in relation to the Company’s major shareholders. Björn Wahlroos is board chairman of Sampo plc, which owns more than ten per cent of all shares and votes in Nordea Bank AB (publ). However, only the former is required according to the Code.
Updated: December 2011
