Corporate governance framework

External framework

The external framework that regulates corporate governance includes EU law, such as Directive 2013/36/EU (CRD IV), Regulation (EU) No 575/2013 (CRR), Directive 2014/65/EU (MiFID II) and Regulation (EU) No 600/2014 (MiFIR), as well as rules and guidelines issued by the relevant financial supervisory authorities, such as the EBA Guidelines on Internal Governance and the Joint ESMA and EBA Guidelines on the assessment of the suitability of mem­bers of the management body and key function holders, as well as national level laws, including the Finnish Companies Act, the Finnish Act on Credit Institutions, the Finnish Accounting Act and the relevant FIN-FSA regulations and guidelines. Nordea also complies with rules and guidelines issued by other relevant financial supervisory authorities as well as EU legislation for the financial industry, stock exchange rules for each relevant stock exchange and the rules and principles of the Code.

The Code can be found on the Securities Market Association’s webpage,

Internal framework

The Board has adopted instructions for the President and Group CEO specifying the responsibilities of this role as well as other charters, policies and instructions for the operations of the Nordea Group. Furthermore, Nordea’s Code of Conduct provides an ethical framework for the conduct of all members of governing bodies and employees.  

These mechanisms, together with the Articles of Association, the Charter and the Committee Charters as well as applicable directives, instructions and policies of the Nordea Group, constitute the internal framework that regulates corporate governance at Nordea.

The internal framework is designed to enable the prudent conduct of business by defining the powers and responsibilities of the corporate bodies and employees.

See more about the Charter and the Committee Charters here.

Application of code

Nordea Bank Abp (the Company or Nordea) is a Finnish public limited liability company and the parent company of the Nordea Group (comprising the Company and its subsidiaries). Nordea’s shares are listed on the Nasdaq stock exchanges in Helsinki, Stockholm and Copenhagen, and its American Depository Receipts (ADR) are traded in the US in US dollars. As part of its funding operations Nordea issues long-term debt instruments that are usually listed on various stock exchanges.

Nordea is subject to and applies the Finnish Corporate Governance Code 2020 (the “Code“). All the recommendations of the Code are complied with, apart from the appointment procedure for the Employee Elected Board members (the Code, Recommendation 5), as described further below. This Corporate Governance Statement describes Nordea’s approach to the key elements of corporate governance and is prepared in accordance with the legal requirements of the Finnish Act on Credit Institutions, the Finnish Accounting Act, the Finnish Securities Market Act, the Decree of the Ministry of Finance on the obligation of securities issuers to disclose periodic information and the Code.

Corporate Governance structure

The corporate governance of Nordea is comprehensive and proportionate with respect to the nature, scope and diversity of the Company’s operations to ensure effective management in accordance with the prudent conduct of business principles.

The Board is responsible for overseeing the administration and appropriate organisation of the Company’s operations, while the President and Group CEO is responsible for the executive management of the Company. The main emphasis is on the Board undertaking its role in Nordea’s corporate governance structure and the interaction with the other governing bodies to ensure sound corporate governance, including systems for internal control and risk management regarding financial reporting.