Godkjente retningslinjer for lønn og annen kompensasjon til ledende ansatte

The AGM 2012 approved the following guidelines for remuneration to the executive officers.

Guidelines for remuneration to the executive officers 2012

Nordea shall maintain remuneration levels and other employment conditions needed to recruit and retain executive officers with competence and capacity to deliver according to Nordea’s short and long term targets.
The term executive officers shall in this context mean the CEO of Nordea Bank AB (publ) and the executives reporting directly to him also being members of Group Executive Management.

Remuneration of executive officers will be decided by the Board of Directors in accordance with Nordea’s internal policies and procedures, which are based on the Swedish Financial Supervisory Authority’s (SFSA) regulations on remuneration systems, EU’s directive on capital requirements for banks as well as international sound compensation practices.

Salaries and other remuneration in line with market levels is the overriding principle for compensation to executive officers within Nordea. Compensation to the executive officers shall be consistent with and promote sound and effective risk management and not encourage excessive risk-taking or counteract Nordea’s long term interests.

Short term remuneration
Annual remuneration consists of a fixed salary part and a variable salary part (“VSP”). Fixed salary is paid for satisfactory performance. VSP is offered to reward performance meeting agreed predetermined targets on Group, business unit and individual level. The effect on the long term result is to be considered when determining the targets. The VSP shall as a general rule not exceed 35 per cent of fixed salary. In accordance with inter­national principles guaranteed variable salary part is to be exceptional and may only occur in the context of hiring a new executive officer and then be limited to the first year.

VSP shall be paid in the form of cash and shares/share-price related payment and be subject to retention, deferral and forfeiture clauses based on the SFSA’s regulations on remuneration systems, taking account of domestic rules and practices where relevant.

Long term remuneration
The AGMs since 2007 have decided upon share and performance-based Long Term Incentive Programmes which require an initial investment in Nordea shares by the participants and where compensation shall be dependent on the creation of long term shareholder value and the fulfilment of Nordea’s financial targets. A similar programme as last year’s programme with performance measured over a three years period, and based on matching and performance shares free of charge is proposed for AGM 2012. Compared to last year’s programme the performance conditions are proposed to be based on risk-adjusted return on capital at risk and the ratio tangible price to book. The programmes have a cap. On a yearly basis the Board of Directors will evaluate whether a similar incentive programme should be proposed to the Annual General Meeting. The executive officers will be invited to join the Long Term Incentive Programmes and due to their influence on the long term development of Nordea, the conditions for participation and outcome differ compared to other participants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
If the Annual General Meeting does not approve a Long Term Incentive Programme, the VSP to executive officers may be increased and shall as a general rule not exceed 50 per cent of fixed salary.

Benefits
Non-monetary benefits are given as a means to facilitate executive officers’ performance. The levels of these benefits are determined by what is considered fair in relation to general market practice. The executive officers shall be offered retirement benefits in accordance with market practice in the country of which they are permanent residents. Notice and severance pay in total shall not exceed 24 months of fixed salary for executive officers.

Any potential undertaking or commitment made by Nordea against a state or public authority in any guarantee agreement or any similar agreement which affect the remuneration of executive officers will be observed.

The Board of Directors may deviate from these guidelines, if there in a certain case are special reasons for this.

Updated: March 2012