The Board of Directors annually establishes its working plan, in which the management and risk reporting to the Board is established. The statutory board meeting following the AGM 2016 elected the vice Chairman and appointed the Board Committee members. The Board has adopted written work procedures governing its work and its work carried out in the Board committees (the Charter). For example, the Charter sets forth the Board's and the Chairman's areas of responsibility, documentation and quorum as well as the frequency of meetings. It also contains rules regarding conflicts of interest and confidentiality. Furthermore, the Board of Directors has adopted Instructions for the CEO specifying the CEO’s responsibilities as well as other charters, policies and instructions for the operations of the Group. These, together with the Articles of Association, the Charter and Nordea’s values constitute the internal framework that regulate corporate governance at Nordea.
The Board is charged with the organisation of Nordea and the management of the Company’s operations and the overall management of the Nordea Group’s affairs in accordance with the external and internal framework. Furthermore, the Board shall ensure that the Company’s organisation in respect of accounting, management of funds, and the Company’s financial position in general includes satisfactory controls. The Board is ultimately responsible for ensuring that an adequate and effective system of internal control is established and maintained.
Group Internal Audit (GIA) provides annually the Board with an assessment of the overall effectiveness of the governance, and risk and control framework, together with an analysis of themes and trends emerging from internal audit work and their impact on the organisation's risk profile. Further information regarding internal control within Nordea is given here - Internal control process. At least once a year the Board meets the external auditor without the CEO or any other member of Group Executive Management being present. In addition, the auditor in charge meets separately with the Chairman of the Board and the Chairman of the Board Audit Committee.
In 2016, the Board held 19 meetings. 13 meetings were held in Stockholm and one in London while five meetings were held per capsulam. The Board regularly follows up on the strategy, business development as well as the financial position and development and on the financial market and macroeconomic trends. Furthermore, the Board is regularly updating the policies and internal rules for the governance and control on which it has decided. The Board is also reviewing the risk appetite and regularly follows up on the development of risks, capital and liquidity. The Internal Capital Adequacy Assessment Process (ICAAP), organisational changes and transactions of significance are other matters dealt with by the Board. In 2016, the work of the Board Committees is also reported to the Board in 2016. The Board also dealt with for example the change of the legal structure, the Group Simplification programme, digitalisation, HR and remuneration issues as well as reports on and issues related to internal control and compliance, AML and the internal investigation related to Nordea Bank S.A. in Luxembourg.
The Secretary of the Board of Directors is Lena Eriksson, Head of Group Legal.
The Chairman of the Board is elected by the shareholders at the General Meeting. According to the Charter, the Chairman is to ensure that the Board's work is conducted efficiently and that the Board fulfils its duties. The Chairman is to organise and lead the Board’s work, maintain regular contact with the CEO, ensure that the Board receives sufficient information and documentation and ensure that the work of the Board is evaluated annually and that the Nomination Committee is informed of the result of the evaluation.
Evaluation of the Board
The Board of Directors annually conducts a self-evaluation process, through which the performance and the work of the Board is evaluated for the purpose of continously improving the work. The evaluation is based on a methodology that includes questionnaires to evaluate the Board as a whole, the Chairman and individual Board members. The results of the self-evaluation process is discussed by the Board and presented to the Nomination Committee by the Chairman.
According to European regulatory requirements, an internal process has been set up for assessing the suitability both of the members of the Board of Directors individually and of the Board of Directors as a whole. This assessment is done when new board members are to be notified to the Swedish Financial Supervisory Authority and whenever approprriate.
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.
Updated: February 2017