Nordea complies with applicable requirements regarding the independence of the Board according to applicable European regulatory requirements and Finnish laws and regulations as well as requirements according to the Finnish Corporate Governance Code (the “Code”). The Board considers all the members elected by the shareholders at the 2021 Annual General Meeting to be independent of the Company according to the Code, including Sarah Russell who has been Board member of the Company and its legal predecessors for over 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. No Board member elected by the shareholders at the 2021 AGM is employed by or works in an operative capacity at the Company.
The ordinary Board members and the deputy Board member appointed by the employees are employed by the Nordea Group and are therefore not independent of the Company according to the Code.
All Board members, except for Torbjörn Magnusson, are furthermore independent in relation to the Company’s significant shareholders according to the Code. Torbjörn Magnusson was during 2020 (and is currently) Managing Director of Sampo plc and Group CEO and President of Sampo Group. As Sampo plc owns more than 10 per cent of all shares in the Company, Torbjörn Magnusson is thus not considered independent of the Company’s significant shareholders.
According to the Code, the majority of the Board members shall be independent of the company, and at least two Board members who are independent of the company shall also be independent of the significant shareholders of the company. Thus, the number of Board members independent in relation to the Company and independent in relation to the Company’s significant shareholders, exceeds the minimum requirements of the Code.
The table shows the independence of the individual Board members in relation to Nordea Bank Abp as well as to the major shareholders.
|Board members||Independent in relation to Nordea Bank Abp
||Independent in relation to major shareholders
|Elected by shareholders|
|Torbjörn Magnusson, Chair||Yes||No|
|Kari Jordan, Vice Chair||Yes||Yes|
|Petra van Hoeken||Yes||Yes|
|Appointed by employees*|
|Dorrit Groth Brandt||No||Yes|
|Hans Christian Riise||No||Yes|
* One of the appointed members is a deputy member. Who this is changes every year according to a rotating schedule.