Nordea Bank Abp
Stock exchange release – Other information disclosed according to the rules of the Exchange
17 February 2021 at 10.30 EET
The Shareholders’ Nomination Board of Nordea Bank Abp announces today its proposals to Nordea’s Annual General Meeting on 24 March 2021. The proposals will be included in the notice to the Annual General Meeting to be published later in February 2021.
Election of members and Chair of the Board of Directors
The Shareholders’ Nomination Board proposes, for a period until the end of the next Annual General Meeting
- that the number of members of the Board of Directors to be elected by the Annual General Meeting is set at 10;
- the re-election of Torbjörn Magnusson, Nigel Hinshelwood, Birger Steen, Sarah Russell, Robin Lawther, Kari Jordan, Petra van Hoeken, John Maltby and Jonas Synnergren as members of the Board of Directors;
- the election of Claudia Dill as new member of the Board of Directors; and
- the re-election of Torbjörn Magnusson as Chair of the Board of Directors.
Pernille Erenbjerg is not available for re-election.
Claudia Dill proposed as new member of the Board of Directors
Claudia Dill, Lic. oec. HSG, MBA, born in 1966, Swiss citizen, has 30 years of professional experience from insurance and banking across four continents with a broad range of senior management positions. Claudia Dill has most recently been the CEO of Latin America and member of the Group Executive Committee (2016-2020) at Zurich Insurance Company Ltd, and she has previously held multiple other management positions at Zurich Insurance Company Ltd, including CEO of Latin America General Insurance, COO of General Insurance and CFO of Europe. She is independent of Nordea Bank Abp and of its significant shareholders, in accordance with the Finnish Corporate Governance Code. Claudia Dill does not currently own any shares in Nordea Bank Abp.
All proposed Board members have given their consent to be elected as members of the Board of Directors and Torbjörn Magnusson has given his consent to be elected as Chair of the Board of Directors.
Relevant authority approval for the proposed new Board member is pending.
In addition to the above proposed Board members, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the Nordea Group. As of the end of the Annual General Meeting on 24 March 2021 and until the end of the next Annual General Meeting, the employees have appointed Gerhard Olsson, Kari Ahola and Hans Christian Riise as ordinary members of the Board of Directors and Dorrit Groth Brandt as a deputy member of the Board of Directors.
It is the collective opinion of the Shareholders’ Nomination Board and Nordea Bank Abp that the proposed Board of Directors and its members are suitable for the assignment both collectively and individually and that Torbjörn Magnusson is suitable for the position as Chair of the Board of Directors.
The biographical details of the current Board members are available at www.nordea.com/en/about-nordea/corporate-governance/board-of-directors/members-of-the-board/.
The CV of the proposed new member of the Board of Directors will be available at www.nordea.com/en/about-nordea/corporate-governance/annual-general-meeting/nordeas-general-meeting-2021/.
Independence pursuant to the Finnish Corporate Governance Code
All proposed Board members are, in accordance with the Finnish Corporate Governance Code, independent from the Company’s significant shareholders, except for Torbjörn Magnusson, Managing Director of Sampo plc and Group CEO and President of Sampo Group, as Sampo plc is a significant shareholder of Nordea Bank Abp.
In addition, all proposed Board members, excluding Board members appointed by the employees, are considered independent from the Company. This includes Sarah Russell who has been, if re-elected by the Annual General Meeting, a member of the Board of Directors of the Company and its legal predecessors for 11 consecutive years. Based on an overall evaluation, her independence is not compromised due to her long service history, and no other factors or circumstances have been identified that could impair her independence. The ordinary members and the deputy member of the Board of Directors appointed by the employees are employed by the Nordea Group and, therefore, they are not independent of the Company.
Fees to the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the following annual remuneration is paid to the members of the Board of Directors that are elected by the Annual General Meeting:
| Role | 2021 Proposed (EUR) | 2020 (EUR) | Increase (%) |
|---|---|---|---|
| Chair | 312,000 | 300,000 | 4.00 |
| Vice-Chair | 150,800 | 145,000 | 4.00 |
| Other members of the Board of Directors | 98,800 | 95,000 | 4.00 |
The Shareholders’ Nomination Board also proposes the following additional annual remuneration for Committee Chairs and Committee members:
| Role | 2021 Proposed (EUR) | 2020 (EUR) | Increase (%) |
|---|---|---|---|
| Board Remuneration Committee Chair | 43,700 | 42,000 | 4.05 |
| Board Remuneration Committee members | 27,000 | 26,000 | 3.85 |
| All other Committee Chairs | 62,400 | 60,000 | 4.00 |
| All other Committee members | 31,200 | 30,000 | 4.00 |
No remuneration is paid to members of the Board of Directors employed by the Nordea Group.
In addition, it is proposed that the Company will cover or reimburse the members of the Board of Directors all costs and expenses related to or arising from the Board membership.
Composition of the Shareholders’ Nomination Board
The members of the Shareholders’ Nomination Board constituted in 2020 are Ricard Wennerklint, Chief of Strategy of Sampo Plc, Lars Ingemann Nielsen, Executive Vice President and CFO of Nordea-fonden, Ann Grevelius, Non-Executive Director of Alecta, Niko Pakalén, Partner at Cevian Capital and Torbjörn Magnusson, Chair of the Board of Directors of Nordea Bank Abp. The Shareholders’ Nomination Board is constituted yearly on the basis of the shareholdings on 31 August the year preceding the Annual General Meeting. The mandate is valid until a new Nomination Board has been constituted.
For further information regarding Shareholders’ Nomination Board:
Ricard Wennerklint, +46 8 792 8022
For any other information relating to Nordea:
Matti Ahokas, Head of Investor Relations, +358 9 53008011
The information provided in this stock exchange release was submitted for publication, through the agency of the contact persons set out above, at 10.30 EET on 17 February 2021.
Nordea is a leading Nordic universal bank. We are helping our customers realise their dreams and aspirations – and we have done that for 200 years. We want to make a real difference for our customers and the communities where we operate – by being a strong and personal financial partner. The Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges. Read more about us on nordea.com.