Corporate governance framework in Nordea Bank

  • Corporate Governance
  • Corporate Governance Code
  • Under corporate governance the Bank understands a system of relationships between its shareholders, Board of Directors, executive bodies and other stakeholders. Such system is aimed at ensuring that the funds provided by the shareholders are safe and effectively used, as well as at reducing risks in order to increase investment appeal and the value of the Bank’s shares.
    The Bank also views corporate governance as a means of enhancing its performance and strengthening its reputation.

      Corporate governance framework includes:
    • General meeting of shareholders — the Bank’s supreme management body through which the shareholders exercise their right to participate in the running of the Bank;
    • Board of directors — a management body responsible for developing the Bank’s strategy, overall governance of its activities and control over its executive bodies. The Board of directors may also set up an Audit Committee, HR&Remuneration Committee and other committees needed for the effective performance of its functions;
    • Management Board - a collegial executive body created by the Board of directors for ensuring daily management of the Bank;
    • Chairman of the Management Board – a sole executive body appointed (elected) by the Board of directors for running daily operations of the Bank;
    • Revision commission — a body controlling the Bank’s operations and reporting directly to the General meeting of shareholders;
    • Statutory Internal Audit (SIA) — a unit within the Bank’s internal control framework responsible for assessing how effective and reliable the internal control systems and processes are, as well as for giving recommendations on how to enhance them, including risk management and corporate governance. SIA reports to the Board of directors, however administratively it is accountable to Chairman of the Management Board;
    • Internal Control – a unit within the internal control framework, which is responsible for controlling regulatory risk management and is regulated by CBR, the Bank’s Articles of Association and Internal Control Charter. Internal Control reports to Chairman of the Management Board.
    • One of the Bank’s key objectives is to meet the high standards of corporate governance and business ethics. The Bank’s processes and procedures are established in such a way that ensures compliance with all laws, regulations and rules, as well as create optimal conditions for making forward-looking and responsible decisions.
    • In its work the Bank adheres to the principles of Corporate Governance Code. Such adherence is aimed not only at shaping a positive image of the Bank for its shareholders, customers and employees, but also at controlling and mitigating risks, maintaining a steady growth of the Bank’s financials and ensuring the successful performance of its activities listed in the Articles of Association.
    • The Bank’s corporate governance is based on the principles of accountability, fairness, transparency and responsibility.
    • In this section please find attached the Bank’s Corporate Governance Code.

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