Board committees

The Board Audit Committee

The Board Audit Committee (BAC) assists the Board in fulfill­ing its oversight responsibilities, for instance by monitoring the Nordea Group’s financial and sustainability reporting process and system and by providing recommendations or proposals to ensure their reliability (including the efficiency of the internal control and risk management system), by monitoring the effective­ness of Group Internal Audit, by keeping itself informed as to the statutory audit of the annual and consolidated accounts, and to the assurance of the sustainability reporting and by reviewing and monitoring the impartiality and inde­pendence of the external auditors, including the offering of services other than auditing services by the auditors, by pre­paring a recommendation of appointment of the Company’s auditor and of the sustainability assurer and by reviewing the Group’s tax strategy and tax policy as well as by taking care of the responsibilities of the audit committee pursuant to applicable legal requirements. The BAC also assists the Board in monitoring and assessing how related party transactions meet the requirements of ordinary activities and are at arm’s length terms. The commit­tee also reviews the integrity, independence and effectiveness of the whistleblow­ing mechanism Raise Your Concern. 

Members of the BAC are John Maltby (Chair), Petra van Hoeken, Lene Skole and Arja Talma. Generally the Chief Audit Executive, the Group Chief Financial Officer, the Chief Risk Officer and the external auditor of the Company are present at the meetings of the BAC with the right to participate in discus­sions but not in decisions. 

The Board annually appoints the members and the Chair of the BAC. The BAC must have at least three committee mem­bers who are members of the Board. The Chair of the BAC must not be the Chair of the Board or of any other Board com­mittee. None of the members of the BAC may be employed within the Nordea Group or participate in the day-to-day man­agement of the Company or a company of the Nordea Group. The majority of the members of the BAC must be independent of the Company. At least one of the members of the BAC who is independent of the Company must also be independent of the Company’s significant shareholders and have sufficient expertise in accounting and/or auditing. The committee mem­bers must have the expertise and experience required for the performance of the responsibilities of the BAC.

For more information on independence of the board members.

The Board Risk Committee

The Board Risk Committee (BRIC) assists the Board in fulfill­ing its oversight responsibilities concerning management and control of risks, risk frameworks and appetite as well as con­trols and processes associated with the Nordea Group’s activ­ities, including financial and non-financial risks such as capi­tal, credit, market, liquidity, concentration, compliance, con­duct, model, operational, information security, IT, ESG and other strategic risks. 

The duties of the BRIC include reviewing and making rec­ommendations on the Nordea Group’s risk and compliance governance as well as reviewing the development of the Group’s Internal Control Framework, including the Risk Man­agement Framework, in reference to the development of the Group’s risk profile and changes in the regulatory framework. In addition, the BRIC reviews and makes recommendations regarding the Group’s risk appetite and risk strategy. Further­more, the BRIC reviews resolutions made by a Group entity concerning credits or credit limits above certain amounts as well as the performance of the credit portfolio. 

Members of the BRIC are Petra van Hoeken (Chair), John Maltby, Lars Rohde and Kjersti Wiklund. Generally, the Chief Risk Officer, the Chief Compliance Officer and the Chief Audit Executive are present at the meetings with the right to participate in discussions but not in decisions. Other senior executives are present at meetings when relevant.

The Board Remuneration and People Committee

The Board Remuneration and People Committee (BRPC) is responsible for preparing and presenting proposals to the Board on remuneration matters, diversity and inclusion, key leadership selection, assessment and succession planning and talent management items. When preparing proposals on remuneration, the long-term interests of shareholders, inves­tors and other stakeholders in Nordea must be taken into account. 

At least annually, the BRPC follows up on the application of Nordea’s remuneration policy, overseeing its functionality, including the use of variable pay adjustments, through an inde­pendent review by Group Internal Audit, and assesses Nordea’s remuneration directive and remuneration system with the participation of appropriate control functions. In addition, the BRPC supports the Board with the preparation of the Remu­neration Policy for Governing Bodies and the Remuneration Report for Governing Bodies. The BRPC also has the duty of annually monitoring, evaluating and reporting to the Board on the programmes for variable remuneration for members of the GLT and the Chief Audit Executive. At the request of the Board, the BRPC also prepares other issues of principle for the Board’s consideration. 

The remit of the BRPC also includes support to the Board in considering the Group Board Diversity Policy and State­ment as well as monitoring the impact of diversity and inclu­sion policies and practices within Nordea and the review and assessment of talent management. 

The BRPC also reviews succession plans, the performance of the members of the GLT and the Chief Audit Executive and the structure and composition of as well as the selection cri­teria and process for the GLT and advises on proposed GLT appointments together with the Shareholders’ Nomination Board. 

Members of the BRPC are Sir Stephen Hester (Chair), Per Strömberg, Arja Talma and Gerhard Olsson (Employee Elect­ed Board member). Generally, the Chief People Officer and the President and Group CEO are present at the meetings with the right to participate in discussions but not in decisions. 

Neither the Chief People Officer nor the President and Group CEO participates in considerations regarding their respective employment terms and conditions. 

The Chair and the members of the BRPC are appointed annually by the Board. The BRPC must have at least three committee members. 

The Chair and the majority of the members of the BRPC must be Board members who are independent of the Compa­ny and not employed by the Nordea Group. The President and Group CEO or the other executives must not be members of the BRPC. However, if Employee Elected Board members are appointed to the Board, at least one of them must be appoint­ed as a member of the BRPC pursuant to the Finnish Act on Credit Institutions. The members of the BRPC must collective­ly have sufficient knowledge, expertise and experience in issues relating to risk management and remuneration

Board Operations and Sustainability Committee