The Board of Directors of Nordea Bank Abp (the Board) annually establishes its working plan. The statutory board meeting of Nordea Bank AB (publ) following the AGM 2018 elected the Vice Chairman and appointed the board committee members, and the Board has confirmed these appointments, with a couple of minor changes, to be valid also after the merger of Nordea Bank AB (publ) into Nordea Bank Abp.
The Board has adopted written work procedures governing its work (the Charter) and separate work procedures for the work carried out in each of the Board committees (the Committee Charters). 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 has adopted Instructions for the Group CEO specifying the Group 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, the Committee Charters and Nordea’s values constitute the internal framework that regulate corporate governance at Nordea.
The Board shall see to the administration of Nordea and the appropriate organization of Nordea’s operations and the overall organization of the Nordea Group’s affairs in accordance with the external and internal framework. Furthermore, the Board shall ensure that the Company’s organization in respect of accounting, management of funds, and Nordea’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 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 organization'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 Group 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 2017, the board of directors of Nordea Bank AB (publ) held 16 meetings. 11 meetings were held in Stockholm and one in Copenhagen while four meetings were held per capsulam, i.e. the board of directors made written decisions without convening. Some of the meetings were held with the possibility to attend by phone. The Board regularly follows up on the strategy, business development as well as the financial position and development and on the financial market. 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), organizational changes and transactions of significance are other matters dealt with by the Board. The work of the Board Committees has been reported to the Board. In 2017, the board of directors of Nordea Bank AB (publ) also dealt with for example the re-domiciliation, the Group Simplification programme, digitalization, HR issues as well as reports on and issues related to internal control and compliance, anti-money laundering and other remediation and implementation programmes.
The Secretary of the Board is Jussi Koskinen, Chief Legal Officer.
The Chairman of the Board is elected by the shareholders at the General Meeting. According to the Charter, the Chairman shall lead the Board, contribute to an efficient flow of information within the Board and between the Board and its Committees, and shall be responsible for its effective overall functioning. The Chairman is to ensure that strategic issues are discussed with priority as well as that decisions of the Board are taken on a sound and well-informed basis and that documents and information are received in enough time before the meeting. Further, the Chairman shall attend to ensuring that the work of the Board is evaluated annually, and that the Shareholders’ Nomination Board is informed of the result as relevant.
Evaluation of the Board
The Board annually conducts a self-evaluation process, through which the performance and the work of the Board is evaluated for continuously improving the working methods and efficiency. The evaluation is based on a methodology that includes questionnaires to evaluate the Board as a whole, the Chairman and the individual Board members. The results of the self-evaluation process are discussed by the Board and presented to the Shareholders’ Nomination Board 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 individually and of the Board as a whole. This assessment is done when new Board members are to be notified to the European Central Bank and the Finnish Financial Supervisory Authority and whenever appropriate.
In accordance with the external framework and 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. Further information regarding the Board Committees is given here.
Updated: October 2018