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 matters, diversity and inclusion, key leadership selection, assessment and succession planning and talent management items. When preparing proposals on remuneration, the long-term interests of shareholders, investors and other stakeholders in Nordea must be taken into account.
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 Group Internal Audit, 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. At the request of the Board, the BRPC also prepares other issues of principle for the Board’s consideration.
The remit of the BRPC also includes support to the Board in considering the Group Board Diversity Policy and Statement as well as monitoring the impact of diversity and inclusion policies and practices within Nordea and the review and assessment of talent management.
The BRPC also reviews succession plans, the performance of the members of the GLT and the Chief Audit Executive and the structure and composition of as well as the selection criteria and process for the GLT and advises on proposed GLT appointments together with the Shareholders’ Nomination Board.
Members of the BRPC are Sir Stephen Hester (Chair), Per Strömberg, Arja Talma and Gerhard Olsson (Employee Elected Board member). 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 employment terms and conditions.
The Chair and the members of the BRPC are appointed annually by the Board. 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 Elected Board members 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