Nomination process
Nomination process
According to the Articles of Association of Nordea Bank AB (publ) when electing Board of Directors, it is intended that the Board, as a whole, for its operations, possesses the requisite knowledge and experience of the social, business and cultural conditions prevailing in the regions and market areas in which the Group's principal operations are conducted.
In accordance with the Code, Nordea has a nomination committee representing the shareholders, which is established by the AGM. The nomination committee prepares the decisions on appointments and remunerations to be taken by the shareholders at the AGM, in order to provide a sound basis for the meeting’s consideration of these matters.
The nomination committee
The AGM 2012 decided to establish a nomination committee with the task, for the period until the next annual general meeting, to present proposals for decisions on the election of board members, chairman of the board and auditor, as well as remuneration to the aforementioned.
The nomination committee shall, according to the AGM resolution, consist of the chairman of the board of directors and four other members. Shareholders with the four largest shareholdings in Nordea shall be entitled to appoint one member each. Changes in the composition of the nomination committee may take place owing to shareholders, who have appointed a member to the committee, selling all or parts of their shareholdings in Nordea. The nomination committee is entitled to attach co-opted members representing shareholders who after the constituting meeting of the nomination committee are among Nordea's four largest shareholders. Members appointed in accordance with this paragraph are not entitled to any remuneration from the Company. The nomination committee can also co-opt a maximum of three persons who in respect of the work of the committee possess the required knowledge and experience of the social, business and cultural conditions that prevail in the regions and market areas in which the Group's main business operations are conducted. A co-opted member is entitled to remuneration from the company for work carried out as well as for costs incurred, as decided by the committee. The nomination committee will be constituted on the basis of shareholdings in the company as per 31 August 2012.The nomination committee shall be entitled to employ, at the company's expense, a recruitment consultant or any other resource that the committee finds necessary in order to perform its duties.
The proposals of the committee will be presented to the shareholders in the notice of the AGM 2013.
Updated: March 2012
