Nordea Bank Abp
Stock exchange release – Other information disclosed according to the rules of the Exchange
10 February 2022 at 9.30 EET
The Shareholders’ Nomination Board of Nordea Bank Abp announces today its proposals to Nordea’s Annual General Meeting on 24 March 2022. The proposals will be included in the notice to the Annual General Meeting to be published later in February 2022. The Nomination Board proposes three new Board members from the Nordics, Lene Skole, Arja Talma and Kjersti Wiklund, in addition to the earlier announced proposal regarding Stephen Hester as a new Board member and Chair.
The proposal of the Shareholders’ Nomination Board for the Board of Directors to be elected by the 2022 Annual General Meeting comprises ten members. The proposal includes the re-election of Torbjörn Magnusson, Petra van Hoeken, Robin Lawther, John Maltby, Birger Steen and Jonas Synnergren as members of the Board of Directors and the election of Stephen Hester, Lene Skole, Arja Talma and Kjersti Wiklund as new members of the Board of Directors. Kari Jordan, Claudia Dill, Nigel Hinshelwood and Sarah Russell are not available for re-election.
As communicated on 13 January 2022, Torbjörn Magnusson is proposed to continue as Chair of the Board until 30 September 2022. Stephen Hester is proposed to take over the Chair role from 1 October 2022. The Board of Directors is expected to appoint Stephen Hester as Vice Chair from 24 March 2022 until 30 September 2022 and Torbjörn Magnusson as Vice Chair from 1 October 2022 until the 2023 Annual General Meeting.
Chairman of the Nomination Board, Ricard Wennerklint, says: “The Nomination Board has worked hard on the recruitment in accordance with its Charter, with focus on diversity and gender distribution and proposing a suitable and competent Board of Directors with strong ties to the Nordic countries. I’m proud to present our proposals. The suggested new members will, in addition to a broad experience of the Nordic markets, bring extensive experience from the banking and insurance industry as well as further strengthen the Board’s knowledge within finance and technology. I would also like to take the opportunity, on behalf of the Nomination Board and Nordea, to extend our gratitude to Kari Jordan, Claudia Dill, Nigel Hinshelwood and Sarah Russell for their dedication and efforts during their tenures on the Board.”
The Shareholders’ Nomination Board has sought to ensure that the proposed Board of Directors as a whole has the best possible competencies, expertise and experience for Nordea and that the composition of the Board of Directors meets the regulatory requirements and recommendations applicable to credit institutions and as set out in the Finnish Corporate Governance Code for listed companies. 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 both Torbjörn Magnusson and Stephen Hester are suitable for the position as Chair of the Board of Directors. The Nomination Board therefore proposes that the Board of Directors is elected as a whole by the Annual General Meeting. The Nomination Board is examining the merits of electing Board members through individual election in the future.
After a thorough assessment, the Nomination Board proposes that the remuneration for the various Board member roles is increased. The Nomination Board considers that the proposal is balanced and in line with Nordic and European market practice. The Nomination Board emphasises the importance of Nordea remaining an attractive option for highly competent Board members that fulfil the regulatory requirements.
The proposals of the Shareholders’ Nomination Board
The following proposals of the Shareholders’ Nomination Board to the Annual General Meeting will be included in the notice to the Annual General Meeting to be published later in February 2022.
Members 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 ten
- the re-election of Torbjörn Magnusson, Petra van Hoeken, Robin Lawther, John Maltby, Birger Steen and Jonas Synnergren as members of the Board of Directors
- the election of Stephen Hester, Lene Skole, Arja Talma and Kjersti Wiklund as new members of the Board of Directors
- the re-election of Torbjörn Magnusson as Chair of the Board of Directors for a term until 30 September 2022, and the election of Stephen Hester as Chair of the Board of Directors for a term from 1 October 2022 until the 2023 Annual General Meeting.
Lene Skole (62) has since 2014 been the CEO of the Lundbeck Foundation, one of the largest commercial foundations in Denmark. She has extensive experience within the insurance sector, gained through board memberships for the past 12 years at Tryg A/S and Tryg Forsikring. She also holds extensive board membership experience within various other sectors, such as healthcare and renewable energy. Lene Skole is a Danish citizen.
Arja Talma (59) has extensive experience from board and audit committee positions held in listed and regulated companies such as Metso Outotec, Verkkokauppa.com, Glaston and Aktia Bank Plc. Of her current directorships, her position as a board member and Chair of the Audit Committee at Aktia Bank Plc would be replaced by her Board membership at Nordea Bank Abp. Arja Talma is a Finnish citizen.
Kjersti Wiklund (59) has been a non-executive director on the boards of a number of high-tech companies for more than 20 years. She currently holds board memberships, including board audit and risk committee memberships in companies with heavy technology focus at Babcock International Group PLC, Trainline PLC and Spectris PLC. Kjersti Wiklund is a Norwegian citizen.
Stephen Hester (62) is a well-known and highly experienced international business leader. He has a unique depth and breadth of relevant experience for Nordea from a number of leadership positions within financial services internationally as well as in the Nordics. Hester spent 17 years as a chief executive of three FTSE100 companies, including Royal Bank of Scotland (2008-13) and RSA Insurance (2014-21), the owner of Trygg Hansa in Sweden and Codan in Denmark and Norway. He previously had 22 years of financial services experience at Credit Suisse and Abbey National. His leadership roles have encompassed retail, commercial and investment banking at a global scale as well as insurance and asset/wealth management. Hester is a British citizen, and having concluded his executive career earlier in 2021 is now focused on international board work, including as Chairman of easyJet plc, the European airline.
All proposed Board members have given their consent to being elected as members of the Board of Directors and Torbjörn Magnusson has given his consent to being elected as Chair of the Board of Directors until 30 September 2022 and Stephen Hester from 1 October 2022 until the end of the 2023 Annual General Meeting.
Relevant authority approvals for the proposed new Board members are 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.
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 both Torbjörn Magnusson and Stephen Hester are suitable for the position as Chair of the Board of Directors.
All proposed Board members are, in accordance with the Finnish Corporate Governance Code, independent of Nordea’s significant shareholders and, excluding Board members appointed by the employees, also considered independent of the company. 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.
The biographical details of the current Board members are available at https://www.nordea.com/en/about-us/corporate-governance/board-of-directors/members-of-the-board.
The CVs of the proposed new members of the Board of Directors will be available today at www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.
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 elected by the Annual General Meeting:
|
Role |
2022 – proposed (EUR) |
2021 (EUR) |
Increase (%) |
|---|---|---|---|
|
Chair |
340,000 |
312,000 |
9.0 |
|
Vice Chair |
160,000 |
150,800 |
6.1 |
|
Other members of the Board of Directors |
102,000 |
98,800 |
3.2 |
The remuneration paid to the Chair and Vice Chair of the Board would be paid in proportion to the term served in the respective positions during the Board of Directors’ mandate period.
The Shareholders’ Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:
|
Role |
2022 – proposed (EUR) |
2021 (EUR) |
Increase (%) |
|---|---|---|---|
|
Board Remuneration and People Committee Chair |
48,000 |
43,700 |
9.8 |
|
Board Remuneration and People Committee members |
28,000 |
27,000 |
3.7 |
|
All other committee chairs |
65,000 |
62,400 |
4.2 |
|
All other committee members |
32,500 |
31,200 |
4.2 |
No remuneration is paid to members of the Board of Directors employed by the Nordea Group.
In addition, it is proposed that Nordea will cover or reimburse the members of the Board of Directors all costs and expenses related to or arising from the Board membership, including travel, logistics and accommodation as well as consultative, legal and administrative costs. The legal costs can e.g. include required legal defence costs related to claims made against Board members in cases where Board members are not found liable or guilty of any wrongdoing or grossly negligent behaviour.
Revision of the Charter of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board proposes to the Annual General Meeting to resolve on the approval of the revised Charter of the Shareholders’ Nomination Board. The Charter is proposed to be revised to effect the transfer of the statutory duty to evaluate the selection criteria and selection process for senior management from the Shareholders’ Nomination Board to the Board Remuneration and People Committee. The revised Charter is included as an appendix to this release, and it will be available today at www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.
Composition of the Shareholders’ Nomination Board
The members of the Nomination Board constituted in 2021 are Ricard Wennerklint, Chief of Strategy, Sampo plc, Lars Ingemann Nielsen, Executive Vice President and CFO, Nordea-fonden, Ann Grevelius, Non-Executive Director, Alecta, Niko Pakalén, Partner, 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 of the year preceding the Annual General Meeting. The mandate is valid until a new Nomination Board has been constituted.
Shareholders’ Nomination Board contact:
Chair Ricard Wennerklint, +46 8 792 8022
For any other information relating to Nordea:
Group Communication, +358 10 416 8023 or press [at] nordea.com (press[at]nordea[dot]com)
The information provided in this stock exchange release was submitted for publication, through the agency of the contact persons set out above, at 9.30 EET on 10 February 2022.
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