Independence

Nordea complies with applicable requirements regarding the independence of the Board according to applicable European regulatory requirements and Finnish laws and regulations as well as requirements according to the Finnish Corporate Governance Code (the “Code”). Under the Code, the majority of the board members must be independent of the company, and at least two board members who are independent of the company must also be independent of the significant shareholders of the company. The Board meets this requirement.

The Board considers all the members elected by the shareholders at the 2022 Annual General Meeting to be independent of the Company according to the Code. No Board member elected by the shareholders at the 2022 AGM is employed by or works in an operative capacity at the Company.

The ordinary Board members and the deputy Board member appointed by the employees are employed by the Nordea Group and are therefore not independent of the Company according to the Code.

All Board members are furthermore considered independent in relation to the Company’s significant shareholders according to the Code. Sampo plc ceased to be a significant shareholder of the Company as of October 2021 and thus Torbjörn Magnusson, as the Managing Director of Sampo plc and Group CEO and President of Sampo Group, is considered independent of the Company’s significant shareholders.

The table shows the independence of the individual Board members in relation to Nordea Bank Abp as well as to the major shareholders.

 

Board members

Independent in
relation to
Nordea Bank Abp

Independent in
relation to
major shareholders

Elected by shareholders    
Stephen Hester, Chair  Yes Yes
Torbjörn Magnusson, Vice Chair  Yes Yes
Arja Talma Yes Yes
Birger Steen Yes Yes
John Maltby Yes Yes 
Jonas Synnergren Yes Yes
Kjersti Wiklund Yes Yes
Lene Skole Yes Yes
Petra van Hoeken Yes Yes
Robin Lawther Yes Yes
Appointed by employees*     
Dorrit Groth Brandt   No Yes 
Joanna Koskinen No Yes 
Gerhard Olsson   No Yes 
Hans Christian Riise    No Yes 

* One of the appointed members is a deputy member. Who this is changes every year according to a rotating schedule.