The Nomination Committee of Nordea Bank AB (publ) was established by decision of the annual general meeting 2010 and comprises Torbjörn Magnusson, chairman of the Nomination Committee, appointed by Sampo plc, Kristina Ekengren, appointed by the Swedish government, Mogens Hugo, appointed by Nordea-fonden, Annika Andersson, appointed by Fjärde AP-fonden, and Hans Dalborg, chairman of the board of directors. The Nomination Committee announced its proposal for a new chairman on 22 December 2010. Today the Nomination Committee announces its other proposals to Nordea's annual general meeting on 24 March 2011. The proposals will also be presented in the notice to attend the meeting.
Election of board members and chairman of the board
The Nomination Committee proposes re-election until the end of the next annual general meeting of all board members, except for Hans Dalborg, who has declined re-election, and for the number of board members to be reduced to nine.
Thus, the proposal is for Björn Wahlroos, Stine Bosse, Marie Ehrling, Svein Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell, Björn Savén and Kari Stadigh to be re-elected as board members and for Björn Wahlroos to be elected as the new chairman of the board.
Independence pursuant to the Swedish code for corporate governance
Of the board members, all members apart from Lars G Nordström are considered independent in relation to the company and its management. The majority of the proposed board members are thus independent in relation to the company and its management. Of the proposed board members, all members, except for Björn Wahlroos and Kari Stadigh, are considered independent in relation to the company's major shareholders. At least two of the proposed board members who are independent in relation to the company and its management are thus also independent in relation to the company's major shareholders.
The Nomination Committee's judgment of independence is based on the following facts: Lars G Nordström was employed as President and Group CEO of Nordea Bank AB (publ) until 13 April 2007. Björn Wahlroos is chairman and Kari Stadigh is Group CEO and President of Sampo plc, which owns more than 10 per cent of all shares and votes in Nordea Bank AB (publ).
Election of auditors
The Nomination Committee proposes re-election of KPMG AB as auditors until the end of the next general meeting.
Fees to board members and auditors
The Nomination Committee proposes unchanged fees to board members, which means that the annual general meeting sets the fees to the board in the amount of EUR 252,000 to the chairman, EUR 97,650 to the deputy chairman and EUR 75,600 per member to the other members. In addition, remuneration will be paid for committee work in the remuneration committee, the credit committee and the audit committee in the amount of EUR 16,600 to the committee chairman and EUR 12,900 per member to the other committee members. Remuneration is not paid to the members who are employees of the Nordea Group.
Fees to the auditors are proposed to be paid as per approved invoice.
Establishment of Nomination Committee
It is proposed that a new Nomination Committee be established with the task of presenting to the annual general meeting 2012 a proposal concerning election of board of directors, chairman of the board of directors and auditors and also fees to the board members and auditors.
For further information:
Torbjörn Magnusson, chairman of the Nomination Committee, +46 8 792 81 12