Board of Directors
Board of directors
Chairman of the Board of Directors
Hans Larsson is the Chairman of the Board of Directors of Nordnet since 2017. He is a board member of Intrum Justitia and Svensk Exportkredit. Hans Larsson has previously been a Board member of Nordax AB and held a number of Executive positions within the bank SEB.
Tom Dinkelspiel is a board member of Nordnet since 2007. Tom is Chairman of the Board of E. Öhman J:or AB, Swedsec Licensiering AB and NNB Intressenter AB and board member of Kogmot AB och MPS Holding AB.
Jan Dinkelspiel is a board member of Nordnet since 2017. He is the founder and CEO of 10Xrecruit and a board member of NNB Intressenter AB. He has previously held the positions as Chief Innovation Officer and Country Manager of Sweden and Finland at Nordnet.
Christian Frick is a board member of Nordnet since 2017. He is a Partner, NC Advisory AB, advisor to Nordic Capital’s Funds, and a board member of Resurs Holding AB and NNB Intressenter.
Christopher is a board member of Nordnet since 2017. He is Director, NC Advisory AB, advisor to Nordic Capital’s Funds, and a board member of NNB Intressenter, Gina Tricot and companies within the Resurs Group.
Pierre is a board member of Nordnet since 2017. He is partner at Merro, an investment company with focus on digital market places, and a board member of Hemnet. Pierre has a long experience within internet and mobile and has previously been the CEO and owner of Blocket.
Nordnet’s Board holds overall responsibility for the organization and management of the company and for ensuring that the guidelines for the management of the company’s funds are structured appropriately. The Board is also responsible for developing and monitoring the company’s strategies by means of plans and targets, decisions on acquisitions and divestment of companies, major investments, recruitment and remuneration to senior executives as well as regular monitoring of operations over the year. The Board also establishes business plans and annual accounts and monitors the work of the CEO.
Chairman of the board
The Chairman manages the work of the Board to ensure that this is carried out in accordance with laws and regulations. The Chairman monitors the operations in consultation with the CEO and is responsible for ensuring that other Board members receive the information they need to maintain high levels of quality in discussions and decisions. The Chairman also takes part in evaluation and development issues concerning the senior executives of the Group.
Composition of the board
At the Annual General Meeting on 25 April 2017 it was resolved that the Board would consist of six regular members and no deputies. The CEO is not a member of the Board but attends Board meetings and presents reports to it. The company’s General Counsel usually acts as the secretary at the Board meetings. Where necessary, other company officials also present reports.
The board’s procedures
The Board’s work procedure is adopted annually at the Board meeting following election. The Board’s work procedure is reviewed when required. The Board’s work procedure includes the Board’s responsibilities and duties, the duties of the Chairman and audit issues and states which reports and financial information should be received by the Board prior to each ordinary Board meeting. The work also includes instructions for the CEO. The work also prescribes that a remuneration committee, an audit committee and a risk and compliance committee should be appointed, plus their duties. The latest applicable work procedures were set on 25 April 2017.
Evaluation of the work of the board
The Board’s work procedure also states that an annual evaluation of the work of the Board should take place by means of a systematic and structured process. For 2016, the Chairman has ensured that the work of the Board has been evaluated and that the, by then, Chairman of the election committee, Dick Lundqvist, has been notified of the results of the evaluation.
Board control over financial reporting
The Board monitors the quality of financial reporting in a number of ways. One method is by issuing instructions to the CEO. According to these instructions, the CEO is responsible for reviewing and ensuring the quality of all financial reporting, and for ensuring that the Board in general receives the reports required in order for it to continually assess the Group’s financial position.
The internal reporting and control system is based on annual financial planning, monthly reports and daily checks of business-related key figures. The CEO is also responsible for other financial information, such as ensuring that press releases and presentation material are correct and of good quality. The CEO’s instructions state the issues on which the CEO is permitted to exercise his authority to represent the company only after authorization by the Board.
The Group works with internal control in accordance with the principles associated with the three lines of defense. The assessment of the efficiency of internal control is largely conducted by the independent control functions. These consist of the Risk Control function, the Compliance function and the internal auditor who monitor adherence to internal and external regulations and risk limits. The tasks performed by the audit committee ensure that the financial reports maintain a high standard. The Board follows up and assesses this quality assurance by receiving monthly reports on the company’s earnings trend, credit and risk exposure and relevant sector data and by addressing the Group’s financial situation at each ordinary Board meeting.
In 2016, one out of the four interim reports was subject to review by the company’s auditors. The Group’s auditors report their findings from the audit to the entire Board, partly in connection with their on-going review over the year and partly in connection with the compilation of the annual accounts. In addition, the Board meets the company’s auditors at least once a year – without the presence of the executive management team – to learn about the focus and scope of the audit, and to discuss coordination between the external and internal audits and views of the company’s risks. The auditor gives a presentation and receives viewpoints from the Board regarding the focus and scope of the audit.
Remuneration and benefits
At the Annual Genereal Meeting on 25 April 2017 it was decided that remuneration for Board work should be paid with SEK 500,000 to Hans Larsson (Chairman), with SEK 250,000 to Pierre Siri and with SEK 150,000 to each of the other four members of the Board.
Remuneration for the work in the Board committees should be paid with SEK 25,000 per committee where the Board member participates. The Chairman of the committee should be paid with SEK 50,000. However, the Chairman of the Risk and Compliance committee will be paid SEK 150,000 and each of the other members of the Risk and Compliance committee should be paid with SEK 75,000.
In 2016, a total remuneration amounting to SEK 6,344,000 was paid to auditors and audit firms. This total relates to work for auditing, advice and other review work linked with auditing. Remuneration has also been paid for other advice, which relates to consultations relating to audits in respect of accounting and tax issues.
The overall responsibilities of the Board cannot be delegated, but the Board has established a remuneration committee tasked with preparing issues relating to salaries, remuneration and other terms of employment for the CEO and corporate executive, as well as incentive programs for employees of the Group. Reporting to the Board takes place regularly. The remuneration committee comprises Christian Frick (chairman), Tom Dinkelspiel and Hans Larsson.
The Board has also established an audit committee tasked with preparing the work of the Board with regard to assuring the quality of financial reporting, maintaining ongoing contact with the external auditor, proposing guidelines for the Board regarding which services, beyond auditing, that may be procured from the auditor, evaluating audit work and informing the election committee of the results of this evaluation. The committee also assists the election committee in preparing proposals for the election of auditor and for remuneration of audit work. The audit committee comprises Tom Dinkelspiel (chairman), Christian Frick and Hans Larsson.
Risk and compliance committee
The Board has also established a risk and compliance committee tasked with preparing matters for the consideration of the Board and which, in its work, shall, through dialogue with the independent reviewer, the risk manager, the compliance officer and Group Management, monitor the structure, compliance (regulatory adherence), risk and incident reporting of the organization and its operations and enhance the Board’s access to information regarding these aspects. The risk and compliance committee shall propose an audit plan for the internal audit (independent review) to the Board and it shall scrutinize independent reviews and report on these to the Board. The risk and compliance committee comprises Hans Larsson (chairman), Jan Dinkelspiel and Christopher Ekdahl.
For the subsidary Nordnet Bank AB, the Board has established a credit committee, which among other things is tasked with determining and preparing the limits that are the Board’s responsibility according to the instructions in the Board procedures, as well as preparing the annual reporting of the limits set by the Board. The credit committee shall according to the applicable rules of procedure report to the Board of Nordnet AB (publ). The credit committee is made up of Christopher Ekdahl (chairman), Hans Larsson and Jan Dinkelspiel.