Nomination Committee’s proposal to Nordea’s Annual General Meeting 2010

26-01-10 13:00 | Press release

The Nomination Committee of Nordea Bank AB (publ) was established by decision of the annual general meeting 2009 and comprises Kristina Ekengren, deputy director, Swedish government and chairman of the Nomination Committee, Kari Stadigh, CEO of Sampo Abp, Mogens Hugo, chairman of Nordea-fonden, Ingrid Bonde, managing director of AMF, and Hans Dalborg, chairman of the board of directors.The Nomination Committee announces today its proposals to Nordea's annual general meeting on 25 March 2010. The proposals will also be presented in the notice to attend the meeting.

Election of board members and chairman of the board

The Nomination Committee proposes re-election until the end of the next annual general meeting of Hans Dalborg, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G Nordström, Björn Savén and Björn Wahlroos and also that Sarah Russell and Kari Stadigh be elected as board members for the same period.Timo Peltola and Heidi M Petersen are not available for re-election.

The Nomination Committee proposes that Hans Dalborg be re-elected as chairman of the board.

Sarah Russell and Kari Stadigh are proposed as new members of the board

Sarah Russell was born 1962. She has a Master of Applied Finance from Macquarie University in Sydney. Sarah Russell worked for ABN AMRO 1994-2008 in a number of management roles. She was Senior Executive Vice President and CEO of ABN AMRO Asset Management 2006-2008, Managing Director and CFO of Wholesale Clients Business Unit 2004-2005, Global Head of Financial Markets Research and Global Head of Infrastructure Support 2002-2004, Business Manager to Senior Executive Vice President of Global Financial Markets 2000-2002, Director, Head of Corporate Sales Australia and New Zealand 1998-2000, Director, Head of Commodities in Sydney 1997-1998, and Associate Director and Director, Treasury Sales in Sydney 1994-1997. During 1981-1994 she worked for Toronto Dominion Australia Limited in a number of trading, sales and management roles in Financial Markets. Sarah Russell owns no shares in Nordea.

Kari Stadigh was born 1955. He has a Master of Science (Eng.) from Helsinki University of Technology and a Bachelor of Business Administration (Econ.) from The Swedish School of Economics in Helsinki. Kari Stadigh is Group CEO and President of Sampo plc since 2009. He was deputy CEO of Sampo plc 2001-2009. Before that he was President of Sampo Life Insurance Company Ltd 1999-2000, Nova Life Insurance Company Ltd 1996-1998, Jaakko Pöyry Group 1991-1996 and JP Finance Oy 1985-1991. Kari Stadigh is chairman of the boards of Kaleva Mutual Insurance Company, Mandatum Life Insurance Company Limited, If P&C Insurance Holding AB (publ) and Alma Media Corporation. Kari Stadigh owns no shares in Nordea.

Independence pursuant to the Swedish code for corporate governance

Of the board members, all members apart from Stine Bosse and Lars G Nordström are considered independent in relation to the company and its management.The majority of the proposed board members are thus independent in relation to the company and its management.Stine Bosse is managing director and CEO of TrygVesta A/S whose subsidiary TrygVesta Forsikring A/S has concluded agreements with companies within the Nordea group concerning property insurance and sales of life and pension products.Lars G Nordström was employed as President and CEO of Nordea Bank AB (publ) until 13 April 2007.

Of the proposed board members, all members apart from Kari Stadigh and Björn Wahlroos are considered independent in relation to the company's major shareholders.At least two of the proposed board members who are independent in relation to the company and its management are thus also independent in relation to the company's major shareholders.Kari Stadigh is managing director and CEO of Sampo plc, which owns more than ten per cent of all shares and votes in Nordea Bank AB (publ).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).

Fees to the board members and auditors

The Nomination Committee proposes unchanged fees to board members which means that the annual general meeting sets the fees to the board in the amount of EUR 252,000 to the chairman, EUR 97,650 to the deputy chairman and EUR 75,600 per member to the other members.In addition remuneration shall be paid for committee meetings in the amount of EUR 2,370 to the committee's chairman and EUR 1,840 per meeting to the other members.Remuneration is not paid to the members who are employees of the Nordea group.

Fees to the auditors are proposed to be payable as per invoice.

Establishment of Nomination Committee

It is proposed that a new Nomination Committee be established with the task of presenting to the annual general meeting 2011 a proposal concerning election of board of directors, chairman of the board and auditors and also fees to the board members and auditors.

For further information:

Kristina Ekengren, chairman of the Nomination Committee, 08 405 58 02