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 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).
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 GIA, 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) and Pernille Erenbjerg. Silvija Seres is appointed as an ad hoc substitute member of BAC to attend, when requested by the Chairman of the BAC, the BAC meetings in extraordinary situations when BAC would otherwise not be able to constitute a quorum. 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 majority of the members of the BAC are to be independent of the Nordea Group and its executive management. At least one of the committee members who is independent of the Nordea Group and its executive management must also be independent of the Company’s major shareholders and have competence in accounting and/or auditing. None of the members of the BAC may be employed by the Nordea Group. The chairman of the BAC shall be appointed by its members and be independent of the Nordea Group, its executive management and the Company’s major shareholders as well as not be the chair of the Board of Directors or of any other board committee. Nordea follows the legal requirement as well as complies with the Code.
For more information on independence of the board members.
Updated: February 2018
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 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.
According to regulations issued by the Swedish Financial Supervisory Authority, the BRIC members shall be board members who do not perform any executive function in the Nordea Group. The Company complies with these rules.
For more information on indepencence of the Board members.
Updated: February 2018
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 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) and Björn Wahlroos. 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.
According to the Code, the members of the BRC shall be board members who are independent of the Nordea Group and its management, and not employed by the Nordea Group. Nordea complies with this rule.
For more information on independence of the Board members.
Updated: February 2018
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 Lars Wollung. 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 BOCC shall be composed of members of the Board who do not have any executive function in the Group. The company complies with this.