Corporate Governance framework

Nordea Bank Abp is a Finnish public limited company, listed on the NASDAQ stock exchanges in Stockholm, Copenhagen and Helsinki. Corporate governance at Nordea follows generally adopted principles of corporate governance.

External framework Internal framework Application of code External framework

External framework

The external framework that regulates the corporate governance work include the Finnish Companies Act, the Credit Institutions Act, the Commercial Banking Act, the Securities Market Act, EU regulations for the financial industry, rules issued by relevant financial supervisory authorities, NASDAQ's rules for each stock exchange and the Finnish Corporate Governance Code 2015 (the Code).

The Code can be found on the Securities Market Association’s webpage, https://cgfinland.fi/en/

Updated: October 2018

Internal framework

The Board has adopted written work procedures governing the work (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 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 the corporate governance work at Nordea.

See more about the Charter and the Committee Charters here.

Updated: October 2018

Application of code

Application of the Code

Nordea Bank Abp complies with the Finnish Corporate Governance Code 2015 issued by the Securities Market Association (the Code) with the following exception:

Appointment procedure for electing personnel representatives in the Board (Recommendation 5): In addition to the members proposed by Nordea’s Shareholders’ Nomination Board and elected by the AGM, Nordea’s personnel elects three members and one deputy member to the Board of Directors. Personnel representation is based on the applicable labor laws and similar practice has been applied in the Nordea Group since formation of the Group. The objective of the personnel representation is, among other things, to promote good dialogue between Nordea and its employees. The personnel representatives, however, may not participate in the handling of matters concerning collective agreements, industrial action or any other questions where the primary interest of the employees may be in conflict with the interest of Nordea.

Updated: October 2018