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:

The Shareholders' Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:

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.

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