The Board of Directors (the "Board") elects the Vice Chair and appoints the members of the Board Committees.
The Board has adopted written work procedures governing its work that also set 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 Chair’s respective 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 President and Group CEO specifying his responsibilities as well as other charters, policies and instructions for the operations of the Group. These mechanisms, together with the Articles of Association, the Charter, the Committee Charters and Nordea’s values, constitute the internal framework that regulates corporate governance at Nordea.
The Board is charged with the organisation of Nordea and the administration 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) 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.
The Board regularly meets the external auditor and regularly considers the need for such meetings without the presence of the CEO or any other member of the Group Leadership Team (“GLT”). In addition, the auditor in charge regularly attends the meetings of the Board Audit Committee.
In 2019 the Board of the Company held 16 meetings, two of which were held as telephone meetings and five per capsulam. The Board regularly follows up on Nordea’s strategy, business development as well as the financial position and performance of the financial market. Furthermore, the Board regularly updates 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. Significant organisational changes, appointment of certain senior management and transactions of significance are other matters dealt with by the Board. The work of the Board Committees is also regularly reported to the Board. In 2019 the Board also dealt with, among other things, digitalisation, issues related to internal control and compliance, anti-money laundering and other remediation and implementation programmes.
The Board Secretary is Jussi Koskinen, Chief Legal Officer.
The Chair of the Board is elected by the shareholders at the General Meeting. The Board meets according to its annual meeting schedule and as necessary. The Chair is to ensure that the Board’s work is conducted efficiently and that the Board fulfils its duties. The Chair is to organise and lead the Board’s work, maintain regular contact with the President and 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 of the evaluation.
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 Board work. The evaluation is based on methodology that includes questionnaires to evaluate the Board as a whole, the Chair and individual Board members. In 2019 the self-evaluation was carried out by an external consultant and included interviews with all Board members. The result of the self-evaluation process is further discussed by the Board and presented to the Shareholders’ Nomination Board by the Chair of the Board
In accordance with applicable European regulatory requirements, an internal suitability assessment of the members of the Board individually and of the Board as a whole is completed annually and in connection with the selection process for new Board members.
In accordance with the external framework and in order to increase the effectiveness of the Board work, the Board 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 Committee Charters. In general, the Board Committees do not have autonomous decision-making powers and each Committee regularly reports on its work to the Board. Further information regarding the Board Committees is given here.
Updated: February 2020