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 2023 AGM comprises ten members. The proposal includes the re-election of
Per Strömberg (59), Swedish citizen, has served as the Chief Executive Officer of several companies over the past 16 years and has a wide range of experience within retail, consumer goods, brand and digitalisation. For the past 10 years he held the position of President and Chief Executive Officer at
Chair of the Shareholders' Nomination Board, Niko Pakalén, says: "I'm happy to present the Nomination Board's proposals to the shareholders. The two new proposed Board members,
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
After a thorough assessment, the Nomination Board proposes that the remuneration for the various Board member roles is increased by 3.1% - 3.6%. 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 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
- the election of
so that each proposed member of the Board of Directors is considered separately in an election; and
- the re-election of
All proposed Board members have given their consent to being elected as members of the Board of Directors and
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
The biographical details of the current Board members are available at www.nordea.com/en/about-us/corporate-governance/board-of-directors.
The CVs of the proposed new members 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 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
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 | 2023 - proposed (EUR) | 2022 (EUR) | Increase (%) |
---|---|---|---|
Chair | 352,000 | 340,000 | 3.5% |
Vice Chair | 165,500 | 160,000 | 3.4% |
Other members of the Board of Directors | 105,500 | 102,000 | 3.4% |
The Shareholders' Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:
Role | 2023 - proposed (EUR) | 2022 (EUR) | Increase (%) |
---|---|---|---|
Board Remuneration and People Committee Chair | 49,500 | 48,000 | 3.1% |
29,000 | 28,000 | 3.6% | |
All other committee chairs | 67,000 | 65,000 | 3.1% |
All other committee members | 33,500 | 32,500 | 3.1% |
No remuneration is paid to members of the Board of Directors employed by the
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 2022 are Niko Pakalén, Partner,
The proposals of the Shareholders' Nomination Board to the AGM will be included in the notice to the AGM to be published later in
Shareholders' Nomination Board contact:
Chair
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 9.30 EET on
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