Application of code
Nordea is subject to and applies the Finnish Corporate Governance Code 2020, approved by the Securities Market Association on 19 September 2019, (the “Code”) and complies with all the recommendations of the Code apart from the appointment procedure for electing employee representatives to the Board (Recommendation 5).
The appointment procedure for the employee representatives to the Board deviates from Recommendation 5 “Election of the Board of Directors” of the Code. The reason for this deviation is that at Nordea, employee representation is based on an agreement between Nordea and an employee representative body, which was entered into under the Finnish Act on Employee Involvement in European Companies and European Social Cooperatives as well as the Finnish Act on Personnel Representation in the Company Administration in connection with the cross-border merger effectuating the re-domiciliation to Finland in 2018.
Nordea complies with the Code of its domicile as well as other applicable governance rules and regulations, and this Corporate Governance Statement is prepared in accordance with these requirements. The Code deviates in certain aspects from the Swedish Corporate Governance Code (the Swedish Code) and the Danish Recommendations on Corporate Governance (the Danish Code) due to differences in legislation and corporate governance rules and practices. The Swedish Code, available at corporategovernanceboard.se, deviates in certain aspects from the Code in terms of decision proposals of the nomination committee, process for decisions on remuneration for the executive management and content of the Remuneration Report. The Danish Code, available at corporategovernance.dk, deviates in certain aspects from the Code in terms of appointment of an audit committee chair, management remuneration and performance evaluation of the board of directors as well as recommendations regarding takeover bids, corporate social responsibility, tax policy and the charter of the board of directors. The Danish Code also deviates in certain aspects regarding the overall tasks and responsibilities of the board of directors, the annual review of guidelines, the appointment of a vice chair and the independence of directors as well as the temporary division of duties and whistleblower schemes.
The Board consists of 13 ordinary members and one deputy member. Of these Board members, ten (five men and five women) were elected by the AGM held on 24 March 2022, and three ordinary members and one deputy member (two men and two women) were appointed by the employees of the Nordea Group.