Nomination Board's proposals to Nordea's
Annual General Meeting 2024 include a new Board member
Nordea Bank Abp
Stock exchange release - Other information disclosed according to
the rules of the Exchange
31 January
2024 at 13:20 EET
The
Shareholders' Nomination Board of Nordea Bank Abp announces today
its proposals to Nordea's Annual General Meeting (AGM) to be held
on 21 March 2024. Lars Rohde is proposed as a new member of the
Board of Directors.
The proposal of the Shareholders'
Nomination Board for the Board of Directors to be elected by the
2024 AGM comprises ten members. The proposal includes the
re-election of Sir Stephen Hester, Petra van Hoeken, John Maltby, Risto Murto,
Lene Skole, Per Strömberg, Jonas
Synnergren, Arja Talma and Kjersti Wiklund
as members of the Board of Directors and the
election of Lars Rohde as a new member of the Board of
Directors. The Nomination Board proposes that Sir Stephen Hester
continues as the Chair of the Board. Birger Steen is
not available for re-election.
Lars Rohde (69), a Danish
citizen, is recognised as a leading banking professional with a
profound understanding of the Danish financial sector and society.
During his 40-year career in the banking industry, Lars Rohde has
held positions both as a commercial finance executive and financial
services official. For the last 10 years, he was the Governor of
the National Bank of Denmark until stepping down from the role in
2023. Prior to this, he was the CEO of ATP, the largest pension
company in Denmark. Lars Rohde was recently appointed a board
member of the Aarhus University.
Chair of the
Shareholders' Nomination Board, Niko Pakalén,
says: "I am pleased to present the Nomination
Board's proposals to the shareholders. In assessing the optimal
Board composition, the Nomination Board seeks a broad set of
qualities and competencies and recognises that diversity, including
age, gender, geographical provenance and educational and
professional background, is an important factor to take into
consideration. The proposed Board reflects the business, market and
development stage of Nordea. The new proposed Board member, Lars
Rohde, adds to the Board's strong ties to the Nordic market and
further strengthens the Board's knowledge especially in areas
of macroeconomy and risk, as well as leadership and
people matters. I wish to also take the opportunity to
extend the Nomination Board's gratitude to Birger Steen for his
dedication and valuable efforts during his notable tenure on the
Board."
The 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.
Further, the Nomination Board has taken into account the regulatory
requirements and recommendations applicable to credit institutions
and as set out in the Finnish Corporate Governance Code for listed
companies. Taking into account the high
demands placed on the collective experience and competence of the
Board of Directors by the nature, scale and complexity of Nordea's
business, it is the collective opinion of
the 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 Sir Stephen Hester is
suitable for the position as Chair of the Board of
Directors.
After a thorough assessment, the
Nomination Board proposes that the remuneration for the various
Board member roles is increased by 3.0% - 3.7% and with a slightly
higher adjustment for one committee chair remuneration to gradually
align it with the other committee chair remunerations. In making
the proposal, the Nomination Board has considered Nordic and
European market practices as well as other contemplated
compensation adjustments for management and staff of Nordea. The
Nomination Board emphasises the importance of Nordea remaining an
attractive option for highly competent Board members that fulfil
the regulatory requirements.
Lars Rohde
proposed as a new member of the Board of
Directors
The Shareholders' Nomination Board
proposes for a period until the end of the next AGM:
- that the number of
members of the Board of Directors to be elected by the AGM is set
at ten (10);
- the
re-election of Sir Stephen Hester, Petra
van Hoeken, John Maltby, Risto
Murto, Lene Skole, Per
Strömberg, Jonas Synnergren, Arja Talma and Kjersti
Wiklund as members of the Board of Directors;
and
- the election of Lars
Rohde as a new member of the Board of Directors;
so that each proposed member of the Board of
Directors is considered separately in an election;
and
-
the re-election of Sir Stephen Hester as Chair of
the Board of Directors.
However, should any number of the
candidates proposed by the Shareholders' Nomination Board for any
reason not be available for election to the Board of Directors, the
proposed number of Board members shall be decreased
accordingly, and the remaining available candidates
are proposed to be elected in accordance with the proposal by the
Shareholders' Nomination Board.
All proposed Board members have
given their consent to being elected as members of the Board of
Directors and Sir Stephen Hester has given his consent to being
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 elected 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 Sir Stephen
Hester 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-us/corporate-governance/board-of-directors.
The CV of the proposed new member of
the Board of Directors will be made available today at
www.nordea.com/agm.
All proposed Board members are, in
accordance with the Finnish Corporate Governance Code, independent
of Nordea's significant shareholders and, excluding Board members
elected by the employees, also considered independent of the
company. The ordinary members and the deputy member of the Board of
Directors elected by the employees are employed by the Nordea Group
and, therefore, they are not independent of the company.
Remuneration
to the members of the Board of Directors
The Shareholders' Nomination Board
proposes to the AGM that the following annual remuneration is paid
to the members of the Board of Directors elected by the
AGM:
Role
|
2024 - proposed (EUR)
|
2023 (EUR)
|
Increase
|
Chair
|
365,000
|
352,000
|
3.7%
|
Vice Chair
|
171,000
|
165,500
|
3.3%
|
Other members of the Board of
Directors
|
109,000
|
105,500
|
3.3%
|
The Shareholders' Nomination Board
also proposes the following additional annual remuneration for
committee chairs and committee members:
Role
|
2024 - proposed (EUR)
|
2023 (EUR)
|
Increase
|
Board Audit Committee, Board Risk
Committee, and Board Operations and Sustainability Committee
chairs
|
69,500
|
67,000
|
3.7%
|
Board Audit Committee, Board Risk
Committee, and Board Operations and Sustainability Committee
members
|
34,500
|
33,500
|
3.0%
|
Board Remuneration and People
Committee Chair
|
53,000
|
49,500
|
7.1%
|
Board Remuneration and People
Committee members
|
30,000
|
29,000
|
3.4%
|
No remuneration is paid to members
of the Board of Directors employed by the Nordea Group.
In addition, Nordea covers or reimburses
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 costs of legal defence and claims made
(during and after their period of office) against Board members in
cases where Board members are not found liable or guilty of any
intentional wrongdoing or grossly negligent
behaviour.
Composition of
the Shareholders' Nomination Board
The members of the Nomination Board
constituted in 2023 are Niko Pakalén, Partner, Cevian Capital, Lars
Ingemann Nielsen, Executive Vice President and CFO, Nordea-fonden,
Daniel Kristiansson, Governance and Stewardship Specialist, Alecta,
Timo Sallinen, Director, Head of Listed Securities, Varma Mutual
Pension Insurance Company, and Sir Stephen Hester, 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 AGM.
The mandate is valid until a new Nomination Board has been
constituted.
The proposals of the Shareholders' Nomination Board to the AGM
together with the AGM speech of the Chair of the Nomination Board
will be made available today at
www.nordea.com/agm. The proposals will also be
included in the notice to the AGM to be published later in February
2024.
Shareholders'
Nomination Board contact:
Chair Niko Pakalén, +46
8 545 675 50
For any other
information relating to Nordea:
Media inquiries, +358 10 416 8023
or press@nordea.com
The
information provided in this stock exchange release was submitted
for publication, through the agency of the contacts set out above,
at 13:20 EET on 31 January 2024.