In accordance with the external framework and in order to increase the effectiveness of the board work, the Board of Directors has established separate working committees to assist the Board in preparing matters, belonging to the competence of the Board and to decide in matters delegated by the Board. The duties of the Board Committees, as well as working procedures, are defined in the Charter. Each Committee regularly reports on its work to the Board. The minutes are communicated to the Board.
The Board has three committees: the Board Audit Committee (BAC), the Board Risk Committee (BRIC) and the Board Remuneration Committee (BRC).
The Board Audit Committee
The Board Audit Committee (BAC) assists the Board of Directors in fulfilling its oversight responsibilities by, for instance, monitoring the Nordea Group’s financial reporting process, and, in relation thereto, the effectiveness of the internal control and risk management systems, established by the Board of Directors, the CEO and Group Executive Management (GEM), as well as the effectiveness of Group Internal Audit. The BAC is further accountable for keeping itself informed as to the statutory audit of the annual and consolidated accounts, reviewing and monitoring the impartiality and independence of the external auditors and, in particular, the provision of additional services to the Nordea Group and assisting the Nomination Committee in preparing proposals on auditors. In addition, the BAC is accountable, for the guidance and evaluation of the Group Internal Audit.
Members of the BAC are Tom Knutzen (Chairman), Silvija Seres and Sarah Russell. Generally, the Group Chief Audit Executive (CAE), the Group Chief Operating Officer (COO) and Deputy CEO as well as the Chief Financial Officer (CFO) are present at meetings and are entitled to participate in discussions, but not in decisions.
According to the Swedish Companies Act and the Code, the majority of the members of the BAC are to be independent of the Company and the executive management of the Company. At least one of the committee members who are independent of the Company and its executive management must also be independent of the Company’s major shareholders. Nordea follows the legal requirement as well as complies with the Code.
For more information on independence of the board members.
Updated: February 2016
The Board Risk Committee
The Board Risk Committee (BRIC) assists the Board of Directors in fulfilling its oversight responsibilities concerning the management and control of the risks, risk frameworks, controls and processes associated with the Group’s operations, including credit, market, liquidity, business, life and operational risk.
The duties of the BRIC include reviewing the development of the Group’s overall risk management and control framework, as well as the Group’s risk profile and key risk issues. In addition, the BRIC reviews and make recommendations regarding the Group’s risk appetite and limits for market and liquidity risks. Furthermore, the BRIC reviews resolutions made by lending entities concerning credits or limits above certain amounts, as well as strategic credit policy matters and the development of the credit portfolio.
Members of the BRIC are Kari Stadigh (Chairman), Lars G Nordström, Robin Lawther and Birger Steen. Generally, the Head of Group Risk Management and, when deemed important and to the extent possible, the CEO are present at meetings and are entitled to participate in discussions, but not in decisions.
According to regulations issued by the Swedish Financial Supervisory Authority, the BRIC members shall be board members who are not members of the Company's executive management. The Company complies with these rules.
For more information on indepencence of the Board members.
Updated: March 2016
The Board Remuneration Committee
The Board Remuneration Committee (BRC) is responsible for preparing and presenting proposals to the Board of Directors on remuneration issues. This duty includes proposals regarding the Nordea Remuneration Policy and underlying instructions, as well as guidelines for remuneration to the executive officers to be decided by the AGM. The BRC is also responsible for proposals regarding the remuneration for the CEO, the Group COO and Deputy CEO, other members of GEM as well as the CAE and, on proposal by the CEO, for the Group Compliance Officer and the Head of Group Credit Control.
At least annually, the BRC follows up on the application of the Nordea Remuneration Policy and underlying instructions through an independent review by Group Internal Audit and exercises an assessment of the Nordea Remuneration Policy and remuneration system with the participation of appropriate control functions. The BRC also has the duty of annually monitoring, evaluating and reporting to the Board on the programmes for variable remuneration for GEM, as well as the application of the guidelines for remuneration for executive officers. At the request of the Board, the BRC also prepares other issues of principle for the consideration of the Board.
Members of the BRC are Marie Ehrling (Chairman) and Björn Wahlroos. Generally, the CEO and the Head of Group Human Resources are present at meetings and are entitled to participate in discussions, but not in decisions. The CEO does not participate in considerations regarding his own employment terms and conditions.
According to the Code, the members of the BRC are to be independent of the Company and the executive management of the Company. Nordea complies with this rule.
For more information on independence of the Board members.
Updated: February 2016