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Board committees

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 Board Committee regularly reports on its work to the Board. 

The Board has four Committees: the Board Audit Committee (BAC), the Board Risk Committee (BRIC), the Board Remuneration and People Committee (BRPC) and the Board Operations and Sustainability Committee (BOSC).

The Board Audit Committee

The Board Audit Committee (BAC) assists the Board in fulfilling its oversight responsibilities, for instance by monitoring the Nordea Group’s financial reporting process and system and by providing recommendations or proposals to ensure their reliability (including the efficiency of the internal control and risk management system), by monitoring the effectiveness of GIA, keeping itself informed as to the statutory audit of the annual and consolidated accounts, and by reviewing and monitoring the impartiality and independence of the external auditors, including the offering of services other than auditing services by the auditors, by preparing a recommendation of appointment of the Company’s auditor and by reviewing the group’s tax strategy and tax policy as well as by taking care of the responsibilities of the audit committee pursuant to applicable legal requirements. The BAC also assists the Board in monitoring and assessing how related party transactions meet the requirements of ordinary activities and arm’s length terms and reviews the external auditor’s report on Nordea’s sustainability reporting and associated disclosures as well as the integrity, independence and effectiveness of the whistleblowing mechanism Raise Your Concern.

Members of the BAC are John Maltby (Chair), Petra van Hoeken, Lene Skole and Arja Talma. Generally, the Chief Audit Executive (CAE), the Group Chief Financial Officer (Group CFO), the Chief Risk Officer (CRO) and the external auditor of the Company are present at the meetings of the BAC with the right to participate in discussions but not in decisions.

The Board annually appoints the members and the Chair of the BAC. The BAC must have at least three committee members who are members of the Board. The Chair of the BAC must not be the Chair of the Board or of any other Board committee. None of the members of the BAC must be employed within the Nordea Group or participate in the day-to-day management of the Company or a company of the Nordea Group. The majority of the members of the BAC must be independent of the Company. At least one of the members of the BAC who is independent of the Company must also be independent of the Company’s significant shareholders and have sufficient expertise in accounting and/or auditing. The committee members must have the expertise and experience required for the performance of the responsibilities of the BAC.

For more information on independence of the board members.

The Board Risk Committee

The Board Risk Committee (“BRIC”) assists the Board in fulfilling its oversight responsibilities concerning management and control of the risks, risk frameworks, controls and processes associated with the Nordea Group’s activities, including credit, market, liquidity, business, life and operational risks, conduct and compliance, as well as related frameworks and processes.

The duties of the BRIC include reviewing and, where required, making recommendations on the Nordea Group’s risk and compliance governance, and reviewing the development of the Group’s internal control framework, including the risk management framework, in reference to the development of the Group’s risk profile and changes in the regulatory framework. In addition, the BRIC reviews and makes recommendations regarding the Group’s risk appetite and market and liquidity risks. Furthermore, the BRIC reviews resolutions made by a Group entity concerning credit or credit limit above certain amounts, as well as strategic credit policy matters and the development of the credit portfolio.

Members of the BRIC are Petra van Hoeken (Chair), John Maltby, Birger Steen and Kjersti Wiklund.  The Chief Risk Officer, the Chief Compliance Officer, the Chief Audit Executive and the President and Group CEO, are regular attendees at the meetings, with the right to participate in discussions but not in decisions. 

The Board annually appoints the Chair and members of the BRIC. The BRIC must have at least three committee members, who are members of the Board. The Chair of the BRIC must not be the Chair of the Board or of any other Board Committee. The BRIC must be composed of members of the Board who are not employed within the Nordea Group. The majority of the members of the BRIC, including the Chair, must be independent. Members of the BRIC must, individually and collectively, have appropriate knowledge, skills and expertise concerning risk management and control practices. 

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 Torbjörn Magnusson (Chair), Stephen Hester, 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.

Board Operations and Sustainability Committee

The Board Operations and Sustainability Committee (“BOSC”) assists, without prejudice to the tasks of the other Board Committees, the Board in fulfilling its oversight responsibilities concerning sustainability, digital transformation, technology, data management, operations/systems and operational resilience (including cyber resilience) as well as related frameworks and processes. The duties of the BOSC include advising the Board on the Nordea Group’s overall strategy as to the mentioned areas and assisting the Board in overseeing the implementation of that strategy by senior management. The relevant management committees (Sustainability and Ethics Committee, Digital Committee and the Data and Technology Committee) report regularly to the BOSC.

Members of the BOSC are Birger Steen (Chair), Jonas Synnergren, Arja Talma and Kjersti Wiklund. To the extent possible, the Head of Group Operational Risk attends when the committee deals with operational risks related to data and IT. The Chief Audit Executive may also participate in meetings to the extent possible and deemed suitable. All have the right to participate in discussions but not in decisions. Furthermore, other senior executives also attend meetings when deemed relevant.

The Board annually appoints the Chair and members of the BOSC. The BOSC must have at least three committee members, who are members of the Board. The BOSC shall be composed of members of the Board who do not perform any executive function in the Nordea Group. Members of the BOSC shall have sufficient collective knowledge, expertise and experience in issues relating to the work of the committee.