Nordiska's Board of Directors
The Board of Directors
The Board of Directors has the overall responsibility for Nordiska's internal governance and control, as well as operations and organisation. The Board of Director's main task is to safeguard the interests of the shareholders and the company.
The Board of Directors is thus responsible for establishing Nordiska's internal policies, overall objectives and strategies, as well as for continuously ensuring that these objectives and strategies are reviewed and followed up. The Board of Directors is appointed by the General Meeting and consists of four ordinary members, one of whom is the Chairman of the Board of Directors.
The Board of Directors 's work
The directors must have good knowledge and understanding of Nordiska's organisational structure and ensure that these are consistent with Nordiska's agreed business and risk strategy. The members must also be well acquainted with Nordiska's operations and the risks involved. If necessary, changes must be implemented to make Nordiska more efficient.
The Board's responsibilities and tasks include:
The Board is responsible for Nordiska's organisation, management of Nordiska's affairs, overall division of responsibilities, overall strategies and goals as well as significant changes in Nordiska's operations and organisation.
The Board shall ensure that Nordiska's organisation is constructed in a satisfactory manner and so that the accounts, financial reporting, asset management and Nordiska's financial conditions are otherwise controlled in a satisfactory manner.
The Board shall ensure that Nordic is managed in a satisfactory manner and in accordance with both internal regulations and external regulations as well as other applicable rules.
The Board is responsible for ensuring that the requirements regarding equity / assets ratio, liquidity, risk management, internal control, capital and liquidity evaluation and transparency in the financial regulations are met.
The Board shall continuously monitor Nordiska's financial situation, which is reported, among other things, quarterly, so that the board can fulfil the assessment obligation that follows from the Swedish Companies Act, Chapter 8, Section 4 and good Board practice.
The Board must take into account Nordiska's long-term financial interests, the risks Nordiska is, and may be, exposed to as well as the capital required to cover Nordiska's risks. This also applies when the Board adopts governing documents and establishes overall objectives and strategies.
The Board shall ensure that there are internal governing documents in place to the extent required by applicable external regulations, and also in other respects to govern Nordiska's operations. The Board shall ensure that these internal governance documents are regularly, at least annually, evaluated and reviewed.
The Board shall regularly assess the effectiveness of Nordic's framework for internal governance and control with regard to regulatory compliance and risk management and ensure that appropriate measures taken to rectify any deficiencies.
The Board of Directors shall supervise that the CEO fulfils his duties and is responsible for his appointment and dismissal of the CEO. The Board shall ensure that Nordiska's organisation is appropriate, which is why the Board shall continuously evaluate Nordiska's handling routines, guidelines for the management and investment of Nordiska's funds.
Special areas of responsibility
The Board may, if necessary, establish special areas of responsibility and tasks for one or more of the directors. Such instruction shall, where applicable, take place in rules of procedure or be recorded in the minutes of the applicable Board meeting. Such a division of work shall state which director shall be responsible for a certain task. The Board shall continuously check that the decided appointment can be maintained. Decisions on the division of work do not mean that the Board otherwise relinquishes its collegial decision-making power in matters central to the company. Decisions on matters of which the Board is obliged to decide can only be made by the Board in quorum.
In addition to the tasks incumbent on the Chairman of the Board in accordance with these Rules of Procedure, or specifically decided at meetings above, all Board members are jointly responsible.
The Board shall, among other things, make decisions on:
- Appointment and dismissal of the CEO. The same applies any Deputy CEO
- Major organisational changes and changes in the direction of operations
- Nordiska's risk appetite and risk strategy
- Interim reports and annual accounts
- Business plans and business models
- Remuneration to the CEO and, if applicable, any Deputy CEO
Recruitment and diversity
The members of the Board must have sufficient knowledge, experience and otherwise be suitable for carrying out their duties. The Board as a whole must also have sufficient knowledge and experience to lead Nordiska, especially considering that Nordiska is a credit institution. When assessing which qualifications are required, Nordiska's policy must take into account the nature, scope and degree of complexity of the business and the tasks for the position in question.
Regardless of the nature, scope and degree of complexity that Nordiska’s operations have, it is required that the director has a good reputation. Nordiska's Policy for suitability assessments of Board members and senior executives formulates these rules.
When appointing new Board members, a requirements and knowledge profile is formulated that takes into account both the existing Board's overall competencies and diversity, where age, gender, geographical origin and educational and professional background are considered.