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Nordea Bank AbpAnnouncement

31/01/2024 12:45

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RNS Number : 5545B  Nordea Bank Abp  31 January 2024

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  69,500                 67,000      3.7%
 Sustainability Committee chairs
 Board Audit Committee, Board Risk Committee, and Board Operations and  34,500                 33,500      3.0%
 Sustainability Committee members
 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
(mailto: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.

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