Stock exchange release - Other information disclosed according to the rules of the Exchange
The Shareholders' Nomination Board of
The proposal of the Shareholders' Nomination Board for the Board of Directors to be elected by the 2022 Annual General Meeting comprises ten members. The proposal includes the re-election of Torbjörn Magnusson,
As communicated on
Chairman of the Nomination Board,
The Shareholders' 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 and that the composition of the Board of Directors meets the regulatory requirements and recommendations applicable to credit institutions and as set out in the Finnish Corporate Governance Code for listed companies. It is the collective opinion of the Shareholders' Nomination Board and
After a thorough assessment, the Nomination Board proposes that the remuneration for the various Board member roles is increased. The Nomination Board considers that the proposal is balanced and in line with Nordic and European market practice. The Nomination Board emphasises the importance of Nordea remaining an attractive option for highly competent Board members that fulfil the regulatory requirements.
The proposals of the Shareholders' Nomination Board
The following proposals of the Shareholders' Nomination Board to the Annual General Meeting will be included in the notice to the Annual General Meeting to be published later in
Members of the Board of Directors
The Shareholders' Nomination Board proposes for a period until the end of the next Annual General Meeting
- that the number of members of the Board of Directors to be elected by the Annual General Meeting is set at ten
- the re-election of Torbjörn Magnusson,
- the election of
- the re-election of Torbjörn Magnusson as Chair of the Board of Directors for a term until
All proposed Board members have given their consent to being elected as members of the Board of Directors and Torbjörn Magnusson has given his consent to being elected as Chair of the Board of Directors until
Relevant authority approvals for the proposed new Board members are pending.
In addition to the above proposed Board members, the Board of Directors has three ordinary members and one deputy member appointed by the employees of the
It is the collective opinion of the Shareholders' Nomination Board and
All proposed Board members are, in accordance with the Finnish Corporate Governance Code, independent of Nordea's significant shareholders and, excluding Board members appointed by the employees, also considered independent of the company. The ordinary members and the deputy member of the Board of Directors appointed by the employees are employed by the
The biographical details of the current Board members are available at https://www.nordea.com/en/about-us/corporate-governance/board-of-directors/members-of-the-board.
The CVs of the proposed new members of the Board of Directors will be available today at www.nordea.com/en/about-us/corporate-governance/nordeas-general-meeting-2022.
Fees to the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the following annual remuneration is paid to the members of the Board of Directors elected by the Annual General Meeting:
Role | 2022 - proposed (EUR) | 2021 (EUR) | Increase (%) |
---|---|---|---|
Chair | 340,000 | 312,000 | 9.0 |
Vice Chair | 160,000 | 150,800 | 6.1 |
Other members of the Board of Directors | 102,000 | 98,800 | 3.2 |
The remuneration paid to the Chair and Vice Chair of the Board would be paid in proportion to the term served in the respective positions during the Board of Directors' mandate period.
The Shareholders' Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:
Role | 2022 - proposed (EUR) | 2021 (EUR) | Increase (%) |
---|---|---|---|
Board Remuneration and People Committee Chair | 48,000 | 43,700 | 9.8 |
28,000 | 27,000 | 3.7 | |
All other committee chairs | 65,000 | 62,400 | 4.2 |
All other committee members | 32,500 | 31,200 | 4.2 |
No remuneration is paid to members of the Board of Directors employed by the
In addition, it is proposed that Nordea will cover or reimburse 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 legal defence costs related to claims made against Board members in cases where Board members are not found liable or guilty of any wrongdoing or grossly negligent behaviour.
Revision of the Charter of the Shareholders' Nomination Board
The Shareholders' Nomination Board proposes to the Annual General Meeting to resolve on the approval of the revised Charter of the Shareholders' Nomination Board. The Charter is proposed to be revised to effect the transfer of the statutory duty to evaluate the selection criteria and selection process for senior management from the Shareholders' Nomination Board to the
Composition of the Shareholders' Nomination Board
The members of the Nomination Board constituted in 2021 are
Shareholders' Nomination Board contact:
Chair
For any other information relating to Nordea:
Group Communication, +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 contact persons set out above, at 9.30 EET on
Nordea is a leading Nordic universal bank. We are helping our customers realise their dreams and aspirations - and we have done that for 200 years. We want to make a real difference for our customers and the communities where we operate - by being a strong and personal financial partner. The Nordea share is listed on the Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges. Read more about us on nordea.com
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