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 falling within the competence of the Board and in making decisions 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 committee regularly reports on its work to the Board. Nordea follows the legal requirements and complies with the Code in terms of Board committees.
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 and sustainability 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 Group Internal Audit, by keeping itself informed as to the statutory audit of the annual and consolidated accounts, and to the assurance of the sustainability reporting 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 of the sustainability assurer 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 are at arm’s length terms.
Members of the BAC are Arja Talma (Chair), Simon Cooper, Petra van Hoeken and Lene Skole. Generally the Chief Audit Executive, the Group Chief Financial Officer, the Chief Risk Officer 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 may 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 risks, risk frameworks and appetite as well as controls and processes associated with the Nordea Group’s activities, including financial and non-financial risks such as capital, credit, market, liquidity, concentration, compliance, conduct, model, operational, information security, IT, ESG and other strategic risks.
The duties of the BRIC include reviewing and making recommendations on the Nordea Group’s risk and compliance governance as well as 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 risk strategy. Furthermore, the BRIC reviews resolutions made by a Group entity concerning credits or credit limits above certain amounts as well as the performance of the credit portfolio. The committee also reviews the integrity, independence and effectiveness of the whistleblowing mechanism Raise Your Concern.
Members of the BRIC are Petra van Hoeken (Chair), Simon Cooper, Risto Murto, Lars Rohde and Kjersti Wiklund. Generally, the Chief Risk Officer, the Chief Compliance Officer and the Chief Audit Executive are present at the meetings with the right to participate in discussions but not in decisions. Other senior executives are present at meetings when relevant.
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 Joanna Koskinen (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
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 (including ’E’, ‘S’ and ‘G’ factors), 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 within the mentioned areas and assisting the Board in overseeing the implementation of that strategy by senior management.
Members of the BOSC are Kjersti Wiklund (Chair), Lars Rohde, Per Strömberg and Jonas Synnergren. Lars Rohde was appointed as a member of the BOSC and Risto Murto stepped down from the committee in September 2025. Generally, Head of Group Technology and Head of Group Operational Risk are regular attendees at the meetings with the right to participate in discussions but not in decisions.
The Chair and the members of the BOSC are appointed annually by the Board. The BOSC must have at least three committee members who are members of the Board. The BOSC must be composed of members of the Board who do not perform any executive function in the Nordea Group. Members of the BOSC must have sufficient collective knowledge of as well as expertise and experience in issues relating to the work of the committee.