The Board Remuneration and People Committee
The Board Remuneration and People Committee (BRPC) is responsible for preparing and presenting proposals to the Board on remuneration issues. When preparing the proposals, the long-term interests of shareholders, investors and other stakeholders in Nordea must be considered.
At least annually, the BRPC follows up on the application of Nordea’s remuneration policy, overseeing its functionality, including the use of variable pay adjustments, through an independent review by GIA, and assesses Nordea’s remuneration directive and remuneration system with the participation of appropriate control functions. In addition, the BRPC supports the Board with the preparation of the Remuneration Policy for Governing Bodies and the Remuneration Report for Governing Bodies. The BRPC also has the duty of annually monitoring, evaluating and reporting to the Board on the programmes for variable remuneration for members of the GLT and the Chief Audit Executive (CAE). At the request of the Board, the BRPC also prepares other issues of principle for the Board’s consideration.
Moreover, as of April 2021 the remit of the BRPC was expanded to also support the Board of Directors in considering the Group Board Diversity Policy and Statement as well as monitor the impact of diversity and inclusion policies and practices within Nordea and review and assess talent management.
The BRPC will also review succession plans and the performance of the members of the GLT and the CAE, review the structure and composition of as well as the selection criteria and process for the GLT and advise on proposed GLT appointments together with the Shareholders’ Nomination Board.
Members of the BRPC are Stephen Hester (Chair), Torbjörn Magnusson, Robin Lawther and Gerhard Olsson (employee representative). Generally, the Chief People Officer and the President and Group CEO are present at the meetings with the right to participate in discussions but not in decisions. Neither the Chief People Officer nor the President and Group CEO participates in considerations regarding their respective service terms and conditions.
The Board annually appoints the Chair and members of the BRPC. The BRPC must have at least three committee members.
The Chair and the majority of the members of the BRPC must be Board members who are independent of the Company and not employed by the Nordea Group. The President and Group CEO or the other executives must not be members of the BRPC. However, if employee representatives are appointed to the Board, at least one of them must be appointed as a member of the BRPC pursuant to the Finnish Act on Credit Institutions. The members of the BRPC must collectively have sufficient knowledge, expertise and experience in issues relating to risk management and remuneration.