Board work

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.