The Board elects the Vice Chair and appoints the members of the Board Committees.
The Board has adopted written working procedures governing its work, which also describe the management and risk reporting to the Board (the Charter), and separate working procedures for the work carried out by each of the Board committees (the Committee Charters). For example, the Charter determines the Board’s and the Chair’s respective areas of responsibility, documentation and quorum as well as the frequency of meetings. It also contains rules regarding conflicts of interest, confidentiality and the Board Secretary (currently Jussi Koskinen, Chief Legal Officer).
The Board is charged with the organisation of Nordea, the administration of the Company’s operations and the overall management of the Nordea Group’s affairs in accordance with the external and internal frameworks and its Charter. The Board must ensure that Nordea’s legal and organisational structure is appropriate and transparent with a clear allocation of functions and areas of responsibility that ensures sound and effective governance, avoids the creation of complex structures and enables supervisors to conduct efficient supervision.
The Board regularly follows up on Nordea’s strategy, business development as well as the Company’s financial position and performance. Furthermore, the Board regularly updates the policies and internal rules on governance and control on which it has decided. The Board also reviews the risk appetite and regularly follows up on the development of relevant risks, capital and liquidity.
Significant organisational changes, certain senior management appointments as well as mergers and acquisitions and other resolutions of significance are other matters dealt with by the Board. For example, in 2022 the Board approved the new strategy for 2022–2025, including the new financial target, monitored and analysed macroeconomic and geopolitical developments, including the war in Ukraine, inflation and the long-term impact of the COVID-19 pandemic, as well as handled matters related to sustainability, digitalisation, cyber defence, internal control and compliance, financial crime, share buy-backs and dividends. The Board must also ensure that the Company’s organisation in respect of accounting, management of funds and the Company’s financial position in general includes satisfactory controls. The Board is ultimately responsible for ensuring that an adequate and effective system of internal control is established and maintained. Group Internal Audit annually provides the Board with an assessment of the overall effectiveness of governance and the risk and control framework, together with an analysis of themes and trends emerging from internal audit work and their impact on the organisation’s risk profile.
The Board regularly meets the external auditor and regularly considers the need for such meetings without the presence of the President and Group CEO or any other member of the GLT. In addition, the auditor in charge regularly attends the meetings of the Board Audit Committee. In 2022 the Board of the Company held 14 meetings, 4 of which were held as per capsulam meetings.
Chair
The Chair of the Board is elected by the shareholders at the general meeting. The Board meets according to its annual meeting schedule and as necessary. The Chair is to ensure that the Board’s work is conducted efficiently and that the Board fulfils its duties. The Chair is to organise and lead the Board’s work, maintain regular contact with the President and Group CEO and ensure that the Board receives sufficient information and documentation, that the work of the Board is evaluated annually and that the Shareholders’ Nomination Board is informed of the result of the evaluation. Stephen Hester was elected to continue as Chair as of 23 March 2023.
Evaluation of the Board
The Board conducts a self-evaluation process annually, through which the performance and the work of the Board are evaluated for the purpose of continuously improving the Board’s work and efficiency. The evaluation is based on methodology that includes questionnaires to evaluate the Board as a whole, the Chair and the individual Board members. The result of the self-evaluation process is further discussed by the Board and presented to the Shareholders’ Nomination Board by the Chair of the Board.
In accordance with applicable European regulatory requirements, a suitability assessment of the individual Board members and of the Board as a whole is completed annually and in connection with the selection process for new Board members. The annual suitability assessment of 2022 concluded that the Board members are individually and collectively assessed suitable and deemed to possess adequate knowledge, skills and experience, including knowledge of climate related and environmental risks, to perform their duties.
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 to make 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.
Further information regarding the Board Committees is given here.