Board committees

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. 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 Board has four committees: the Board Audit Committee (BAC), the Board Risk Committee (BRIC), the Board Remuneration Committee (BRC) and the Board Operations and Compliance Committee (BOCC).

BAC BRIC BRC BOCC BAC

The Board Audit Committee

The Board Audit Committee (BAC) assists the Board in fulfilling its oversight responsibilities by inter alia monitoring the Nordea Group’s financial reporting process and provide recommendations or proposals to ensure its reliability, monitoring the effectiveness of the Nordea group internal audit function, keeping itself informed as to the statutory audit of the annual and consolidated accounts, and by reviewing and monitoring the impartiality and independence of the external auditors.

Members of the BAC are Sarah Russell (chairman), Pernille Erenbjerg and Torbjörn Magnusson. Generally, the Group Chief Audit Executive (CAE) and the Group Chief Financial Officer (CFO) as well as the external auditors of the company are present at meetings with the right to participate in discussions but not in decisions. 

The Board annually appoints the members and the chairman of the BAC. The BAC must have at least three committee members who are members of the Board. The chairman of the BAC may not be the chairman of the Board or of any other Board Committee. None of the members of the BAC may be employed within the Nordea Group. The majority of the members of the BAC are to be independent of Nordea Bank Abp. At least one of the members of the BAC who is independent of Nordea Bank Abp shall also be independent of Nordea Bank Abp’s significant shareholders and have sufficient expertise in accounting and/or auditing. The committee members must have the expertise and experience required for the performance of the responsibilities of the committee. Nordea follows the legal requirements as well as complies with the Code.

BRIC

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 to review and where required make recommendations on the Nordea Group’s risk governance and  review the development of the Group’s internal control framework, including the risk management framework, in reference to the development of the Group’s risk profile and changes in the regulatory framework. 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 Nigel Hinshelwood (Chairman), Lars G Nordström and Silvija Seres. Generally, the Chief Risk Officer and, when deemed important and to the extent possible, the Group CEO and the CAE are present at meetings with the right to participate in discussions, but not in decisions.

The Board annually appoints the chairman and members of the BRIC. The BRIC must have at least three committee members, who are members of the Board. The chairman of the BRIC may not be the chairman of the Board or of any other Board Committee. The BRIC shall be composed of members of the Board who are not employed within the Nordea Group. The majority of the members of the BRIC, including the chairman, are to be independent. Members of the BRIC shall have, individually and collectively, appropriate knowledge, skills and expertise concerning risk management and control practices. Nordea follows the legal requirements as well as complies with the Code.

For more information on indepencence of the Board members.

Updated: October 2018

BRC

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. The BRC is also responsible for proposals regarding the remuneration for the Group CEO, the Group Chief Operating Officer (COO) and Deputy Group CEO, other members of GEM as well as the CAE.

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 Robin Lawther (Chairman), Björn Wahlroos and Gerhard Olsson. Generally, the Chief People Officer and, when deemed important and to the extent possible, the Group CEO are present at meetings with the right to participate in discussions but not in decisions. Neither the Chief People Officer nor the Group CEO participates in considerations regarding his or her respective employment terms and conditions.

In line with the Code, the Chairman and the majority of the members of BRC shall be Board members, who are independent of the Company, and not employed by the Nordea Group. The managing director or the other executives may not be members of BRC. However, if employee representatives are Board members, at least one of them shall be appointed as a member of the BRC, as required under the Finnish Credit Institutions Act. The members of BRC shall have collectively sufficient knowledge, expertise and experience in issues relating to risk management and remuneration. Nordea follows the legal requirements as well as complies with the Code. 

For more information on independence of the Board members.

Updated: October 2018

BOCC

Board Operations and Compliance Committee (BOCC)

BOCC assists, without prejudice to the tasks of the other Board Committees, the Board of Directors in fulfilling its oversight responsibilities concerning conduct, sustainability, compliance and operations/systems, as well as related frameworks and processes. The duties of the BOCC include advising the Board on the Nordea Group’s overall strategy as to the mentioned areas, and assisting the Board in overseeing the implementation of that strategy by senior management. 

Members of the BOCC are Birger Steen (chairman), Maria Varsellona and Nigel Hinshelwood. Generally, the Group Compliance Officer and the Group Chief Operating Officer and to the extent possible the CAE are present at meetings with the right to participate in discussions but not in decisions. Furthermore, also the Chief Risk Officer (CRO) and other senior executives attend meetings when deemed relevant. 

The Board annually appoints the chairman and members of the BOCC. The BOCC must have at least three committee members, who are members of the Board. The BOCC shall be composed of members of the Board who do not perform any executive function in the Nordea Group. Members of the BOCC shall collectively have sufficient knowledge, expertise and experience in issues relating to the work of the committee, including conduct, sustainability, compliance and operations/systems. Nordea follows the legal requirements as well as complies with the Code.

Updated: October 2018