TIDM49IO
RNS Number : 2855P
Nordea Bank Abp
08 February 2023
Nomination Board's proposals to Nordea's Annual General Meeting
2023 include two new Board members
Nordea Bank Abp
Stock exchange release - Other information disclosed according
to the rules of the Exchange
8 February 2023 at 9.30 EET
The Shareholders' Nomination Board of Nordea Bank Abp announces
today its proposals to Nordea's Annual General Meeting (AGM) to be
held on 23 March 2023. Risto Murto and Per Strömberg are proposed
as new members of the Board of Directors.
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 Stephen Hester , Petra van
Hoeken, John Maltby, Lene Skole, Birger Steen, Jonas Synnergren,
Arja Talma and Kjersti Wiklund as members of the Board of Directors
and the election of Risto Murto and Per Strömberg as new members of
the Board of Directors. The Nomination Board proposes that Stephen
Hester continues as the Chair of the Board. Torbjörn Magnusson and
Robin Lawther are not available for re-election.
Risto Murto (59), Finnish citizen, has extensive experience
within pensions, insurance, investments and financial markets, both
as a Board member and a member of the executive management. Risto
Murto is since 2014 the President and Chief Executive Officer of
Varma Mutual Pension Insurance Company, Finland's largest
earnings-related pension insurance company. Prior to this, Risto
Murto was the Executive Vice President, Investments, and Chief
Investment Officer of Varma. He is currently also a Board member of
Sampo plc as well as the Vice Chair of the Board of Wärtsilä
Corporation until its next Annual General Meeting.
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 ICA Gruppen, a leading
Swedish retail company. Prior to that he was the President and
Chief Executive Officer of Lantmännen and held several leading
positions at Kraft Foods. As of 31 December 2022, Per Strömberg
stepped down from the role as President and Chief Executive Officer
to continue as a Board member at ICA Gruppen.
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, Risto Murto and
Per Strömberg will bring valuable experience of the Nordic markets
and strengthen the Board's already extensive competencies in the
financial markets and digitalisation. The Nomination Board is also
content that the handover of the Board Chair duties from Torbjörn
Magnusson to Stephen Hester during the year has been successful. I
wish to extend our warmest gratitude to both Torbjörn Magnusson and
Robin Lawther for their dedicated and valuable work during their
tenures on the Nordea 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 Stephen Hester is suitable
for the position as Chair of the Board of Directors. In order to
further enhance the exercise of shareholders' rights and in line
with international market practice, the Board of Directors is
proposed for individual election.
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.
Risto Murto and Per Strömberg proposed as new 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 Stephen Hester , Petra van Hoeken, John
Maltby, Lene Skole, Birger Steen, Jonas Synnergren, Arja Talma and
Kjersti Wiklund as members of the Board of Directors, and
- the election of Risto Murto and Per Strömberg as new 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 Stephen Hester as Chair of the Board of Directors .
All proposed Board members have given their consent to being
elected as members of the Board of Directors and Stephen Hester has
given his consent to being elected as Chair of the Board of
Directors.
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 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 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 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 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 2023 - proposed 2022 (EUR) Increase
(EUR) (%)
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 2022 (EUR) Increase (%)
(EUR)
Board Remuneration and
People Committee Chair 49,500 48,000 3.1%
---------------- ----------- -------------
Board Remuneration and
People Committee members 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 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 2022 are Niko
Pakalén, Partner, Cevian Capital, Lars Ingemann Nielsen, Executive
Vice President and CFO, Nordea-fonden, Ann Grevelius, Non-Executive
Director, Alecta, Ossian Ekdahl, Chief Active Ownership Officer,
Första AP-fonden (AP1), and 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
will be included in the notice to the AGM to be published later in
February 2023.
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 9.30 EET on 8 February 2023.
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END
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