Board work

The Board of Directors of Nordea Bank Abp (the Board) annually establishes its working plan. The statutory board meeting of Nordea Bank AB (publ) following the AGM 2018 elected the Vice Chairman and appointed the board committee members, and the Board has confirmed these appointments, with a couple of minor changes, to be valid also after the merger of Nordea Bank AB (publ) into Nordea Bank Abp.

The Board has adopted written work procedures governing its work (the Charter) and separate work procedures for the 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 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 shall see to the administration of Nordea and the appropriate organization of Nordea’s operations and the overall organization of the Nordea Group’s affairs in accordance with the external and internal framework. Furthermore, the Board shall ensure that the Company’s organization 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) 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 organization'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 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.

The Chairman

The Chairman of the Board is elected by the shareholders at the General Meeting. According to the Charter, the Chairman shall lead the Board, contribute to an efficient flow of information within the Board and between the Board and its Committees, and shall be responsible for its effective overall functioning. The Chairman is to ensure that strategic issues are discussed with priority as well as that decisions of the Board are taken on a sound and well-informed basis and that documents and information are received in enough time before the meeting. Further, the Chairman shall attend to ensuring 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 continuously improving the working methods and efficiency. The evaluation is based on a methodology that includes questionnaires to evaluate the Board as a whole, the Chairman and the individual Board members. The results of the self-evaluation process are discussed by the Board and presented to the Shareholders’ Nomination Board by the Chairman.

According to 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 done when new Board members are to be notified to the European Central Bank and the Finnish Financial Supervisory Authority and whenever appropriate.

Board Committees

Updated: October 2018