Nomination Board’s proposals to Nordea’s Annual General Meeting 2025
Nordea Bank Abp
Stock exchange release – Other information disclosed according to the rules of the Exchange
7 February 2025 at 13.00 EET
The Shareholders’ Nomination Board of Nordea Bank Abp announces today its proposals to Nordea’s Annual General Meeting (AGM) to be held on 20 March 2025. The current Board members are proposed to be re-elected.
The proposal of the Shareholders’ Nomination Board for the Board of Directors to be elected by the 2025 AGM comprises ten members. The Nomination Board proposes that all current Board members, Sir Stephen Hester, Petra van Hoeken, John Maltby, Risto Murto, Lars Rohde, Lene Skole, Per Strömberg, Jonas Synnergren, Arja Talma and Kjersti Wiklund, will be re-elected and the composition of the Board remains unchanged. The Nomination Board proposes that Sir Stephen Hester continues as the Chair of the Board.
Chair of the Shareholders’ Nomination Board, Niko Pakalén, says: “The Nomination Board has thoroughly assessed the current Board composition and its work, and considers that the current Board reflects an optimal and suitable Board composition meeting the demands of the banking industry with strong ties to the Nordics. I am pleased to present the Nomination Board’s proposal to re-elect the current Board members for a new term. The proposed Board has extensive expertise and competencies in banking and financial markets, digitalisation and macroeconomy, to name a few, and a deep understanding of the Nordic markets.”
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 2.8 - 3.3% and with a slightly higher adjustment for the Vice Chair and Chair of the Board. In making the proposal, the Nomination Board has considered board and board chair compensations among European peers in the banking and financial sector as well as Nordic and European market practices. The proposal reflects the constantly increasing work load and complexity of work for board professionals in the sector. The Nomination Board emphasises the importance of Nordea remaining an attractive option for highly competent Board members that fulfil the regulatory requirements.
Proposed members 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, Lars Rohde, Lene Skole, Per Strömberg, Jonas Synnergren, Arja Talma and Kjersti Wiklund as members 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 not be available for election to the Board of Directors for any reason, 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.
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 Board members are available at www.nordea.com/en/about-us/corporate-governance/board-of-directors.
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 |
2025 – proposed (EUR) |
2024 (EUR) |
Increase |
|
Chair |
400,000 |
365,000 |
9.6% |
|
Vice Chair |
180,000 |
171,000 |
5.3% |
|
Other members of the Board of Directors |
112,000 |
109,000 |
2.8% |
The Shareholders’ Nomination Board also proposes the following additional annual remuneration for committee chairs and committee members:
|
Role |
2025 – proposed (EUR) |
2024 (EUR) |
Increase |
|
Board Audit Committee, Board Risk Committee, and Board Operations and Sustainability Committee chairs |
71,500 |
69,500 |
2.9% |
|
Board Audit Committee, Board Risk Committee, and Board Operations and Sustainability Committee members |
35,500 |
34,500 |
2.9% |
|
Board Remuneration and People Committee Chair |
54,500 |
53,000 |
2.8% |
|
Board Remuneration and People Committee members |
31,000 |
30,000 |
3.3% |
In addition, it is proposed that a meeting fee of EUR 1,000 will be paid for each Board meeting and a meeting fee of EUR 500 will be paid for each Board Committee meeting and any meeting in subcommittees established by the Board.
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.
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 allow the Nomination Board more time to focus on the nomination process and to streamline its work. Section 2 of the Charter would be amended so that the shareholders entitled to nominate a member are determined annually on the basis of shareholdings on 30 April (previously 31 August). Additionally, clarifications on the nomination process and on handling of conflict of interest situations are proposed to the same section. The revised Charter is included as an appendix to this release, and it will be available today at www.nordea.com/agm.
Composition of the Shareholders’ Nomination Board
The members of the Nomination Board constituted in 2024 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 has been constituted on the basis of the shareholdings on 31 August 2024. The mandate is valid until a new Nomination Board has been constituted. Subject to the Annual General Meeting approving the revised Charter as proposed, the Shareholders’ Nomination Board will be constituted yearly on the basis of the shareholdings on 30 April of the year preceding the AGM.
The proposals will be included in the notice to the AGM to be published later in February 2025.
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 [email protected]
The information provided in this stock exchange release was submitted for publication, through the agency of the contacts set out above, at 13.00 EET (12.00 CET) on 7 February 2025.
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