Composition and diversity policy

The Board of Directors consists of nine members elected by the General Meeting. In addition three members and one deputy member are appointed by the employees. Employees are entitled under Swedish legislation to be represented on the Board. The CEO of Nordea is not a member of the Board.

Updated: February 2016

Articles of Association The Code Diversity Policy Process Statements Articles of Association

Articles of Association

According to the Articles of Association of Nordea Bank AB (publ), the Board of Directors shall consist of at least six and no more than fifteen members elected by the shareholders at the General Meeting. The term of office for the Board members is one year. When electing the Board of Directors, the aim is to ensure that the Board of Directors as a whole for the purpose of its work possesses the requisite knowledge of and experience in the social, business and cultural conditions of the regions and markets in which the main activities of the Group are carried out.

Updated: February 2016

The Code

The Code

According to the Swedish Code of Corporate Governance (the Code), which Nordea follows, the board is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances. The board members elected by the General Meeting are collectively to exhibit diversity and breadth of qualifications, experience and background. According to the Code, the company is to strive for equal gender distribution on the board.

Updated: February 2016

Diversity Policy

Diversity Policy

According to the articles of association of Nordea Bank AB (publ), the board of directors shall consist of at least six and no more than fifteen members elected by the General Meeting. The term of office for Board members is one year. When electing the board of directors, the aim is to ensure that the board of directors as a whole for the purpose of its work possesses the requisite knowledge of and experience in the social, business and cultural conditions of the regions and markets in which the main activities of the Group are carried out.

According to the Swedish Code of Corporate Governance (the Code), which Nordea follows, the board is to have a composition appropriate to the company’s operations, phase of development and other relevant circumstances. The board members elected by the General Meeting are collectively to exhibit diversity and breadth of qualifications, experience and background. According to the Code, the company is to strive for equal gender distribution on the board.

All board assignments in Nordea Bank AB (publ) are based on merit with the prime consideration being to maintain and enhance the Board’s overall effectiveness. Within this, a broad set of qualities and competences is sought for and it is recognised that diversity, including age, gender, geographical provenance and educational and professional background, is an important factor to take into consideration.

The Chairman of the Board of Directors will present to the Nomination Committee necessary competencies and skills of a member of the Board of Directors needed to assume that the member has sufficient expertise and experience, as well as the criteria set out in the policy adopted by the Board of Directors implementing the Guidelines on the assessment of the management body and key function holders, issued by the European Banking Authority (EBA/GL/2012/06), and other specific regulatory requirements for the composition of the board. The Nomination Committee will report on its work and explain its proposals in accordance with the Code. The Nomination Committee is also to issue a statement on the company’s website explaining its proposals regarding the board of directors with regard to the composition of the board. At the Annual General Meeting the Nomination Committee is to give an account of how it has conducted its work and explain its proposals.

Updated: April 2016

Process

Process

The Chairman of the Board of Directors will present to the Nomination Committee necessary competencies and skills of a member of the Board of Directors needed to assume that the member has sufficient expertise and experience, as well as the criteria set out in the policy adopted by the Board of Directors implementing the Guidelines on the assessment of the management body and key function holders, issued by the European Banking Authority (EBA/GL/2012/06), and other specific regulatory requirements for the composition of the Board.

The Nomination Committee will report on its work and explain its proposals in accordance with the Code. The Nomination Committee is also to issue a statement on the company’s website explaining its proposals regarding the Board of Directors with regard to the composition of the Board. At the Annual General Meeting the Nomination Committee is to give an account of how it has conducted its work and explain its proposals.

Updated: April 2016

Statements

Statements

By the Board of Directors

Presently the Board of Directors collectively possesses the requisite knowledge and experience in the social, business and cultural conditions of the regions and markets in which the main activities of the Group are carried out, exhibiting adequate diversity and breadth of qualities and competences and the gender distribution is well balanced.

By the Nomination Committee

Statement on the proposal regarding the Board of Directors. (pdf, 132 KB)

Updated: April 2016