The external framework that regulates corporate governance includes EU-law and national-level laws, such as Directive 2013/36/EU (“CRD IV”), Regulation (EU) No 575/2013 (“CRR”), Directive 2014/65/EU (“MiFID II”), 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 (“GL11”) and the Joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body and key function holders (“GL 12”), 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 Finnish Corporate Governance Code (the “Code”).
The Code can be found on the Securities Market Association’s webpage, https://cgfinland.fi/en/
The Board has adopted instructions for the President and Group CEO specifying his responsibilities 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 Board Charter and the Board Committee Charters constitute the internal framework that regulates corporate governance at Nordea. The internal framework is designed to enable 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 the 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.
The Board consists of 13 ordinary members and one deputy member. Of these Board members, ten (six men and four women) were elected by the AGM held on 24 March 2021, and three ordinary members and one deputy member (three men and one woman) were appointed by the employees of the Nordea Group.