The Board of Directors (the "Board") elects the Vice Chairman and appoints the Board Committee members
The Board has adopted written work procedures governing its work, which also sets forth, the management and risk reporting to the Board (the "Charter") and separate work procedures for its 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 Nordea 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 is charged with the organisation of Nordea and administration of Nordea’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 Nordea's organisation 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) annually 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 organisation's risk profile. Further information regarding internal control within Nordea can be found 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 2018, the Board of Directors of Nordea Bank Abp.'s predecessor (i.e. Nordea Bank AB (publ)) held 13 meetings and the Board of Nordea Bank Abp held 10 meetings. In relation to Nordea Bank AB (publ), eight meetings were held in Stockholm and one in Helsinki while four meetings were held per capsulam. Prior to the re-domiciliation and as part of the formal legal preparations thereof, the Board held two meetings in Stockholm and five meetings per capsulam. Following the re-domiciliation on 1 October 2018, the Board has held two meetings in Helsinki, while one meeting was held per capsulam. 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), organisational changes, appointment of senior management and transactions of significance are other matters dealt with by the Board. The work of the Board Committees is also reported to the Board. In 2018, the Board also dealt with for example the re-domiciliation, the Group Simplification programme, digitalisation, 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. The Board meets in accordance with its annual meeting schedule as well as when necessary. 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 Group CEO, ensure that the Board receives sufficient information and documentation and ensure 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 the purpose of continuously 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 result of the self-evaluation process is further discussed by the Board and presented to the Shareholders’ Nomination Board by the Chairman.
In accordance with 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 normally done annually as well as in connection with the selection process of new Board members.
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: February 2019