Corporate governance

Corporate governance

Governance, management and control of operating companies in the Nordnet Group are divided between the shareholders at the Annual General Meeting, the Board and the CEO, according to the Swedish Companies Act and the Articles of Association. From 1 July 2007, Nordnet AB (publ) is subjected to the Swedish Corporate Governance Code, available at www.bolagsstyrning.se.

Annual general meeting

The annual general meeting was held on 21st April 2016 at 18:30 CET at IVA Konferenscenter, Grev Turegatan 16 in Stockholm.

Articles of association

Articles of Association for Nordnet AB (publ), 556249-1687

§ 1 Name

The name of the company shall be Nordnet AB. The company is a public company (publ).

§ 2 Registered Office

The registered office of the company shall be in Stockholm.

§ 3 Purpose

The purpose of the company’s operations shall be, through wholly- or partially-owned companies, to conduct banking operations, securities operations and insurance operations and operations compatible therewith, and on its own or through wholly- or partially-owned companies, to conduct insurance brokerage operations, offer and provide credits to consumers, and provide financial information via the Internet and operations compatible therewith.

§ 4 Share Capital

The share capital shall be no less than SEK 77,872,654 and no more than SEK 311,490,616.

§ 5 Numbers of Shares

The number of shares shall be no less than 77,872,654 and no more than 311,490,616.

§ 6 Record Day Provision

The company’s shares shall be registered in the share ledger according to the Swedish Companies Act (1998:1479) regarding account management of financial securities.

§ 7 Board of Directors

The board of directors shall consist of no less than three and no more than ten members. The members shall be elected annually at the annual general meeting for the period until the end of the next annual general meeting.

§ 8 Auditor

At the annual general meeting, one auditor with or without a deputy auditor shall be elected. A registered auditing firm may also be appointed as auditor.

§ 9 Notice

Notices of shareholders meetings shall be made by advertising in the Official Swedish Gazette [Post- och Inrikes Tidningar] and on the corporate website. An announcement that the notice has been made shall be published in Svenska Dagbladet.

In order to participate in the meeting, a shareholder shall be included in the print-out of the entire share ledger, reflecting the situation five days before the meeting, and also notify the company of his or her attendance no later than 4 pm on the day stated on the notice of the meeting. This day may not be a Saturday or Sunday, other public holiday, Midsummer’s Eve, Christmas Eve or New Year’s Eve, and may not be before the fifth day (excluding Sundays) before the meeting.

A shareholder shall also notify the company of the number of advisers that the shareholder intends to take to the shareholders meeting in the manner prescribed in the section above.

§ 10 Shareholders Meetings

Shareholders meetings shall be held in Stockholm or Gothenburg.

The annual general meeting shall be held annually within six months after the end of the financial year.

At the Annual General Meeting of Shareholders the following matters shall be addressed.

1. Election of chairman of the meeting.

2. Preparation and approval of the voting list.

3. Election of secretary of the meeting and of two persons to certify the minutes.

4. The issue of whether the meeting has been duly called.

5. Approval of the agenda.

6. Presentation of the annual report and auditor’s report and, if any, the group annual report and the group auditor’s report.

7. Decisions:

a) regarding adoption of the income statement and balance sheet and, if any, the group income statement and the group balance sheet.

b) regarding discharge from liability for the board of directors and the managing director,

c) regarding the profit or loss of the company in accordance with the adopted balance sheet.

8. Determination of the number of directors and deputy directors.

9. When required, determination of the number of auditors and deputy auditors.

10. Determination of the fees for the board of directors and the auditors.

11. Election of the board of directors and deputy board members, and if applicable, auditors and deputy auditors.

12. Decisions regarding guidance for deciding salary and other remuneration to the CEO and Group executives.

13. Any other matter which is incumbent on the meeting according to the Companies Act or the articles of association.

§ 11 Chairman

The chairman of the board, or if he or she is unable to attend, the person appointed by the board of directors, shall open the meeting and chair the meeting until a chairman of the meeting has been elected.

§ 12 Financial Year

The company’s financial year shall be the calendar year.

______________________________________________________
Adopted at the Extraordinary General Meeting, 11 August 2010.

Nominating committee

Nomination Committee of Nordnet AB (publ)

As of September 20, 2016 and for the period until new Nomination Committee is appointed, the Nomination Committee of Nordnet AB (publ) consist of the following:

  • Claes Dinkelspiel – Chairman of the Board of Nordnet AB (publ)
  • Johan Malm – appointed by E. Öhman J:or AB
  • Dick Lundqvist – appointed by Premiefinans K. Bolin AB
  • Adam Gerge – appointed by Didner & Gerge Fonder AB

Dick Lundqvist is the Chariman of the Nomination Committee.

Dick Lundqvist, Claes Dinkelspiel, Johan Malm and Adam Gerge are independent of the company and its management. Dick Lundqvist and Adam Gerge are independent of that of the company’s largest shareholder or group of shareholders that act on the company’s management.

Shareholders who would like to submit proposals to the Nomination Committee can do so via e-mail to Dick Lundqvist to ir@nordnet.se no later than January 31, 2017.

About the Nomination Committee

The Nomination Committee shall consist of representatives of the three largest shareholders together with the Chairman. The Chairman of the Board shall contact the three largest shareholders for their participation in the committee. The reconciliation should be based on Euroclear Sweden AB’s list of shareholders ( grouped by owners ) on the last business day in August , and on other reliable information provided to the company on the last banking day at this time.

The names of the committee’s members and the names of the shareholders they represent shall be published six months before the AGM. If any of the three largest shareholders declines to appoint a representative in the committee, the next in order of largest shareholders shall be given the opportunity to appoint such a representative. More than the five largest shareholders do not need to be asked unless the Committee has fewer than three representatives. The Chairman of the Nomination Committee will be the person who represents the largest shareholder, unless otherwise is determined by the Nomination Committee. Nomination Committee shall serve until a new committee is appointed.

The Nomination Committee shall elect a Chairman. If a member leaves the Committee before its work is completed, the Nomination Committee shall appoint a new member.

The Nomination Committee shall prepare proposals for the following items to the Annual General Meeting for decision:

a) proposal for the Board of Directors

b) proposal for the Chairman of the Board of Directors

c) proposal for remunerations to the members of the Board of Directors

d) remuneration to the Company’s auditors

e) election of auditors

f) proposal for the Chairman of the Annual General Meeting

g) proposed rules – incl. the process for appointment of nomination committee – the Nomination Committee for the next AGM.

The Nomination Committee shall in connection with its duties meet the duties of the Nomination Committee. If necessary, the Company shall also pay reasonable costs for external consultants that the Nomination Committee deems necessary for the committee to perform its duties.

You will find all documents from previous General Meetings in the archive.

Board

Board of directors

Claes Dinkespiel
Claes Dinkespiel
More about Claes
Claes Dinkespiel
Claes Dinkespiel
Chairman

Born in 1941. Chairman of the Board since 2001. BSc (Econ) from the Stockholm School of Economics, MBA Insead, France. Chairman of the Board of Gummesson Gruppen AB, MPS Holding AB, Premiefinans K. Bohlin AB and SCI. Board member of Gundua Foundation, Stiftelsen Silviahemmet and Drottningholms slottsteater.

Member of remuneration committee, audit committee, credit committee (Nordnet Bank AB) and nomination committee.

Shareholding (as of 31 December 2015): 4,801,838 (direct) and 71,317,411 (indirect)

The member is to be considered independent to the company and its management but not independent to its major shareholders.

Ulf Dinkelspiel
Ulf Dinkelspiel
More about Ulf
Ulf Dinkelspiel
Ulf Dinkelspiel
Board Member

Born in 1939. Board member since 2001. B.Sc (Econ.) from the Stockholm School of Economics. Ulf is an Ambassador. He is a board member of Premiefinans K. Bohlin AB, Ponte Fiore AB and Bockholmen Hav och Restaurang AB. Ulf is also a member of IVA.

Chariman and member of the remuneration committee (Nordnet AB (publ) and Nordnet Bank AB).

Shareholding (as of 31 December 2015): 5,911,177 (direct) and 73,111,365 (indirect)

The member is to be considered independent on the company and its management but not independent on its major shareholders.

Anna Settman
Anna Settman
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Anna Settman
Anna Settman
Board Member

Born in 1970. Board member since 2012.

Communications at Berghs School of Communications and IFL at the Stockholm School of Economics. CEO of The Springfield Project. Board member of Anticimex Group, Eniro, Hyper Island and We Mind. Former CEO of Aftonbladet Hierta AB.

Shareholding (as of 31 December 2015): -

The member is to be considered independent on the company and its management, as well as of major shareholders.

Tom Dinkelspiel
Tom Dinkelspiel
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Tom Dinkelspiel
Tom Dinkelspiel
Board Member

Born in 1967. Board member since 2007. Studies at Stockholm School of Economics. Chairman of the Board of Swedsec Licensiering AB and of E. Öhman J:or AB, and a member and in some cases the chairman of some other companies in the Öhman Group. Board member of MPS Holding AB, Kogmot AB and Investment Consulting Group 8020 i Sverige AB. Chairman of the Board of Nordnet Pensionsförsäkring AB and board member of Nordnet Bank AB and Nordnet Livsforsikring AS.

Chariman and member of the audit committee (Nordnet Bank (publ)), member of risk and compliance committee (Nordnet AB (publ) and Nordnet Bank AB) and credit committee (Nordnet Bank AB).

Shareholding (as of 31 December 2015): 4,904,776 (direct) and 54,313,083 (indirect)

The member is to be considered independent to the company and its management but not independent to its major shareholders.

Anna Frick
Anna Frick
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Anna Frick
Anna Frick
Board Member

Born in 1968. Board member since 2009. MBA from Stockholm School of Economics. Executive Vice President and board member of Garbergs advertising agency and board memeber of Leo Vegas AB. Former Head of Creative at Adamsky Agency and COO at communications agency Farfar AB.

Shareholding (as of 31 December 2015): -

The member is to be considered independent to the company and its management, as well as of major shareholders.

Kjell Hedman
Kjell Hedman
More about Kjell
Kjell Hedman
Kjell Hedman
Board Member

Born in 1951. Board member since 2010. B.Sc (Econ.) Board member of Aktia Bank in Finland. Former CEO of Landshypotek AB, former Chairman of Swedbank Hypotek, Swedbank Försäkring och Swedbank Finans.

Chariman of the risk and compliance committee (Nordnet AB (publ) and Nordnet Bank AB) and member of the remuneration committee (Nordnet AB (publ) and Nordnet Bank AB).

Shareholding (as of 31 December 2015): 5,000

The member is to be considered independent on the company and its management, as well as of major shareholders.

Bo Mattsson
Bo Mattsson
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Bo Mattsson
Bo Mattsson
Board Member

Born in 1960. Board member since 2003. B.Sc (Econ.) from the Stockholm School of Economics. Founder of CINT AB, Eurotrade and Mangold AB, and former CEO of Nordnet Holding AB. Board member of Sticky AB and Techtroopers AB.

Member of the audit committee (Nordnet AB (publ) and Nordnet Bank AB), remuneration committee  (Nordnet AB (publ) and Nordnet Bank AB) and the credit committee (Nordnet Bank AB).

Shareholding (as of 31 December 2015): 5,012

The member is to be considered independent on the company and its management, as well as of major shareholders.

Jaana Rosendahl
Jaana Rosendahl
More about Jaana
Jaana Rosendahl
Jaana Rosendahl
Board Member

Born in 1969. Board member since 2016. M.Sc. in energy economics and production management from Helsinki University of Technology. Jaana has previously worked at Taaleritehdas Oyj as Chief Customer Officer. Advisor at Seedi Solutions agency and has been a board member of Digiraksa Oy.

Shareholding (as of 31 December 2015): -

The member is to be considered independent on the company and its management, as well as of major shareholders.

Board activities

Board responsibilities

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 2016 Annual General Meeting it was resolved that the Board would consist of eight 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 21 April 2016.

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 2015, the Chairman has ensured that the work of the Board has been evaluated and that the Chairman of the election committee, Dick Lundqvist, has been notified of the results of the evaluation prior to the nomination work of the election committee for the 2016 Annual General Meeting.

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 2015, 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

The 2016 Annual General Meeting decided that the total remuneration to Board members for the present year would amount to SEK 2,600,000, of which SEK 500,000 would be paid to the Chairman and SEK 300,000 to each member. In addition, a fee of SEK 50,000 will be paid to each Board member for every committee in which they participate and SEK 100,000 will be paid to the Chairman of the committee. However, the Chairman of the Risk and Compliance committee will be paid SEK 200,000. No remuneration will be paid to board members who at the same time are employed by the company or its subsidiaries.

In 2015, a total remuneration amounting to SEK 5,974,000 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.

Committees

Remuneration committee

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 Ulf Dinkelspiel (Chairman),Claes Dinkelspiel, Bo Mattsson and Kjell Hedman.

Audit committee

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), Claes Dinkelspiel and Bo Mattsson. According to the Swedish Code of Corporate Governance, the majority of members should be independent of the company and its executive, and at least one member must be independent of the company’s major owners. The composition of the audit committee is such that these requirements are met.

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 Kjell Hedman (Chairman) and Tom Dinkelspiel.

Credit committee

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 Tom Dinkelspiel (Chairman), Claes Dinkelspiel and Bo Mattsson.

Auditors

At the 2016 Annual General Meeting, accounting firm Ernst & Young was appointed auditor for Nordnet AB and all subsidiaries until the 2017 Annual General Meeting. The job of the auditors is to review the annual accounts, consolidated accounts and accounting, and the management of the Board and CEO. The auditors will report back on their findings on a number of occasions over the year and will be present at the Board meeting to discuss the closing of the accounts. In addition, the auditors have continuous contact with the audit committee.

Authorised public accountant Peter Strandh, born in 1955, of Ernst & Young has been the Principal Auditor for Nordnet AB since 2010. Peter Strandh also has auditing assignments for LRF, AMF Pensionsförsäkring and Nobelstiftelsen.

Management and incentive programs

Management team

Håkan Nyberg
Håkan Nyberg
Chief Executive Officer
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Håkan Nyberg
Håkan Nyberg
Chief Executive Officer

Håkan was born in 1959. He joined Nordnet in 2012. Håkan has a master’s degree in Applied Mathematics from the Royal Institute of Technology. He was formerly CEO of EnterCard International and prior to that, head of Swedbank’s (then Föreningssparbanken’s) Internet banking activities.

Shareholding on 31 December 2015 (direct): 25,989

Robert Stambro
Acting Chief Financial Officer
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Robert Stambro
Acting Chief Financial Officer

Robert was born in 1975. He joined Nordnet in 2009. Robert has a MSc in International Business from Luleå University of Technology. He was formerly employed by Vattenfall and iSite.

Shareholding on 31 October 2016 (direct): 7,017

Jenny Garneij
Chief Human Capital Officer
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Jenny Garneij
Chief Human Capital Officer

Jenny was born in 1973. She joined Nordnet in 2013. Jenny holds an MBA from the University of Gothenburg and a BA in Linguistics from the University of Karlstad. She has previously worked at SEB and Accenture.

Shareholding on 31 December 2015 (direct): 3,389

Carina Tovi
Carina Tovi
Chief Administration Officer
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Carina Tovi
Carina Tovi
Chief Administration Officer

Carina was born in 1965. She joined Nordnet in 2011. Carina has a MSc in Business and Economics from the Stockholm School of Economics. Carina is the President of Nordnet Pension AB. She was formerly employed by Swedbank Robur Fonder, among others.

Shareholding on 31 December 2015 (direct): 8,287

Tuva Palm
Tuva Palm
Chief Technology Officer
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Tuva Palm
Tuva Palm
Chief Technology Officer

Tuva, born 1974, started at Nordnet as a CTO 2016. She has a Master of Science in Engineering from The Royal Institute of Technology, and Economy & Business from Stockholm University. Tuva just recently comes from Klarna where she lead the business unit Consumer & Issuing that lead the expansion to UK and US. She has earlier been an Engineering Manager for the Java Platform, but started her career as a compiler engineer.

Shareholding on 31 December 2015 (direct): -

Sylvia Tande
Sylvia Tande
Head of Personal Loans
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Sylvia Tande
Sylvia Tande
Head of Personal Loans

Sylvia was born in 1984. She joined Nordnet in 2014. Sylvia has an MSc in Management Science & Finance from Southampton University and a degree in Aerospace Engineering from the University of Sheffield. She was formerly working at Klarna and EnterCard International specialising in building Collections & Recoveries strategies for lending products and prior to that, she trained for 2 years at Barclays Bank in London.

Shareholding on 31 December 2015 (direct): 156

Hans Strömblad van Eijk
Hans Strömblad van Eijk
Chief Marketing & Analytics Officer
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Hans Strömblad van Eijk
Hans Strömblad van Eijk
Chief Marketing & Analytics Officer

Hans was born in 1981. He joined Nordnet in 2011. Hans holds an Executive MBA from the Stockholm School of Economics, an MSc in Industrial Management and a BSc in Business IT Engineering from the Royal Institute of Technology. Hans previously worked at the mobile operator at 3 and was a Management Consultant at SP Consulting.

Shareholding on 31 December 2015 (direct): 3,922

Eva Trouin
Eva Trouin
Country manager Sweden
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Eva Trouin
Eva Trouin
Country manager Sweden

Eva was born in 1976. She has been employed since 2013. Eva has a bachelor’s degree in Business Finance from Halmstad University and the University of Technology Sydney. She has previously worked at Swedbank Försäkring and Swedbank Robur.

Shareholding on 31 December 2015 (direct): 4,128

Anders Skar
Anders Skar
Country manager Norway
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Anders Skar
Anders Skar
Country manager Norway

Anders was born in 1976. He joined Nordnet in 2005. Anders holds an MBA from the Norwegian School of Economics. Anders previously worked at Accenture.

Shareholding on 31 December 2015 (direct): 18,539

Niklas Odenwall
Niklas Odenwall
Country manager Denmark
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Niklas Odenwall
Niklas Odenwall
Country manager Denmark

Niklas was born 1971. He joined Nordnet in 2011. He holds a Master’s degree in Politics, majoring in economics from Åbo Academy. Previously, Niklas was Country Manager of Nordnet Finland. Before that he worked as CEO of Infonet Finland and as a stockbroker at Conventum Securities.

Shareholding on 31 December 2015 (direct): 6,175

Suvi Tuppurainen
Country manager Finland
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Suvi Tuppurainen
Country manager Finland

Suvi was born in 1976. She joined Nordnet in 2010. Suvi has a MSc in Economics from University of Tampere, Finland. She has worked in financial sector since 1998 and was formerly employed by eQ Bank.

Shareholding on 31 October 2016 (direct): 4,609

CEO and Group Management function

The CEO manages operations within the framework established by the Board. The applicable instruction for the CEO was adopted by the Board on 21 April 2016. The CEO produces the requisite information and decision data prior to Board meetings, presents issues and justifies proposals for decisions.

The CEO manages the work of the management team and makes decisions in consultation with other executive members. The management team holds weekly meetings at which they discuss operational issues. In addition, the team produces a business plan each year which is followed up via monthly reports. In addition to these weekly meetings, most members of the management team meet every day. The rapid development of the company means that daily contact is a must for management and leadership to function. The management team is made up of managers of essential business areas within the Nordnet Group.

Remuneration and benefits

Remuneration and benefits to the CEO and other members of the management team is made up of a fixed amount, a variable amount, pension and other benefits.

Fixed

Fixed remuneration is individual and takes into consideration the individual executive’s areas of responsibility, experience, performance and results achieved. Nordnet is a valuation-governed company, which is why performance is also valued in relation to the company’s values.

Fixed remuneration to the CEO Håkan Nyberg for 2015 amounted to SEK 370,000 per month. For further info, see Note 12 in the Annual Report.

Variable

Variable remuneration can be paid according to a long-term performance-related share incentive scheme to reward, in advance, agreed results-based performance goals at Group level and considering risk-adjusted performance at team level and individual level. Read more about the performance-related share incentive scheme in the Annual Report.

With the exception of the CEO (see below), the Company has the same policy on pensions for the members of the Company management as for other employees. The pension scheme is a defined contribution plan. The premium for occupational pension insurance is based on age, salary and the basic amounts set out in the prevailing premium plan. For members of Company management who are not resident in Sweden, local rules leading to a pension under the same conditions are applied. The same policy should be applied to future pension commitments.

Pension contributions for the CEO are equivalent to 35 percent of base salary. Regarding pension costs, see the Annual Report for fiscal year 2015.

Other

Other non-monetary benefits to members of Company management shall facilitate Group Executive Management members’ performance and are determined by what is considered fair in relation to general market practice.

There are no special benefits for the corporate executive except for company cars subject to arrangements which are cost-neutral to the employer and healthcare insurance.

Notice and severance pay

The members of the Company management has between three and nine months’ notice period. During the notice period salary and other employment terms are valid.

The mutual notice period for the CEO is six months. The CEO will be entitled to severance pay equivalent to 12 months’ fixed remuneration if dismissed by the company. Severance pay is also applicable if the CEO’s employment is terminated as a consequence of a public buy-out bid concerning shares in the company.

The CEO of the company in addition to a mutual notice period of six months is entitled to severance pay equivalent to 12 times the monthly salary paid during the notice period. In addition, in the event that the Company would receive another main owner than the Öhman Group, and this in a fundamental way would change the role of the CEO in an unfavorable or negative direction by decreasing activity and reduced responsibilities, the CEO is entitled to retire with a severance payment equivalent to 12 times the fixed monthly salary, without deduction for any remuneration from a new employer.

Fixed salary during notice period and severance pay shall not exceed an amount equivalent to the fixed salary for 18 months.

Incentive programmes

The Boards of Nordnet AB (publ), Nordnet Bank AB, Nordnet Pensionsförsäkring AB and Nordnet Livsforsikring AS have, in accordance with established requirements, adopted a remuneration policy in order to establish a compensation system in each company that promotes fair and effective risk management and prevents an excessive risk taking.

Remuneration issues are prepared by each company’s board or, if applicable, the remuneration committee and later approved by each company’s board of directors. Each company’s board analyses all the risks which the Company is or may be exposed to, including the risks associated with the current remuneration policy. Based on the analysis the respective board identifies which employees are deemed to be employees whose work has a significant impact the company’s risk profile or staff that could affect the company’s risk level. Latest admitted analysis can be found here:

Redogörelse för Nordnets ersättningssystem och analys av risker förenade med ersättningssystemet (In Swedish) updated 18 March 2016

The Board of Nordnet AB (publ) provide in accordance with paragraph 10.3, third paragraph of the Swedish Code of Corporate Governance a report annually of the results of the evaluation which is made in accordance with paragraph 9.1, second and third paragraphs of the Swedish Code of Corporate Governance. Recent statements can be found here:

Redovisning av styrelsens utvärdering enligt punkt 10.3 tredje stycket Svensk kod för bolagsstyrning (Koden) (In Swedish) updated 29 March 2016

Performance-related share programmes

In accordance with decisions of the Annual General Meetings of April 24, 2013, April 23, 2014, April 23, 2015 and April 21, 2016 Nordnet has established four long-range performance-related share incentive programmes called “Performance-Related Share Programme 2013”, “Performance-Related Share Programme 2014”, “Performance-Related Share Programme 2015” and “Performance-Related Share Programme 2016”.

Performance-related share programme 2013

Performance-Related Share Scheme 2013” refers to the long-term performance-related share incentive plan adopted on April 24, 2013 and covering approximately 25 individuals including the Chief Executive Officer.

Employees who participate in “Performance-Related Share Schemes 2013” can set aside an amount corresponding to a maximum of 5 percent of their gross remuneration to buy Nordnet shares on NASDAQ OMX Stockholm over a 12-month period from the implementation of each scheme. If the shares purchased are retained by the employee for at least three years the date of the investment, if the employee has been employed within the Nordnet Group during the entire three-year period and if the pre-agreed earnings-based performance targets are achieved, the employee will have the right to a compensation-free matching of those shares according to a predetermined amount. For those participating in “Performance-Related Share Scheme 2013”, one (1) non-performance-based matching share is also paid for each share that the participant holds.

Before the number of performance shares to be matched is finally determined, the Board shall examine whether the performance matching, including from a risk perspective, is reasonable in relation to the Group’s financial performance and position, shareholder value trend, stock market conditions, conditions attributable to the individual participant’s results and otherwise. If the Board determines that this is not the case, it shall reduce the number of performance shares to be matched to the lower number of shares it deems appropriate and, in extraordinary cases, the outcome may be zero.

Performance-related share scheme 2014

Performance-Related Share Scheme 2014” refers to the long-term performance-related share incentive plan adopted on April 23, 2014 and covering approximately 35 individuals including the Chief Executive Officer.

Employees who participate in “Performance-Related Share Scheme 2014” can set aside an amount corresponding to a maximum of 5 percent of their gross remuneration to buy Nordnet shares on NASDAQ OMX Stockholm over a 12-month period from the implementation of each scheme. If the shares purchased are retained by the employee for at least three years the date of the investment, if the employee has been employed within the Nordnet Group during the entire three-year period and if the pre-agreed earnings-based performance targets are achieved, the employee will have the right to a compensation-free matching of those shares according to a predetermined amount. For those participating in “Performance-Related Share Scheme 2014”, one (1) non-performance-based matching share is also paid for each share that the participant holds.

Before the number of performance shares to be matched is finally determined, the Board shall examine whether the performance matching, including from a risk perspective, is reasonable in relation to the Group’s financial performance and position, shareholder value trend, stock market conditions, conditions attributable to the individual participant’s results and otherwise. If the Board determines that this is not the case, it shall reduce the number of performance shares to be matched to the lower number of shares it deems appropriate and, in extraordinary cases, the outcome may be zero.

Due to the performance share incentive schemes, Nordnet’s 2014 Annual General Meeting decided to authorize the Board to conduct acquisitions and transfers of shares in Nordnet AB (publ) on the Nasdaq Stockholm exchange. This authorization may be exercised on one or more occasions before the Annual General Meeting in 2015. A maximum of 1,330,000 shares may be acquired in order to ensure delivery of shares to participants in Performance-Related Share Programmes 2012, 2013 and 2014. Of these, a maximum of 306,500 shares may be purchased and transferred in order to cover general payroll taxes and other costs related to the programmes.

Performance-related share scheme 2015

Performance-Related Share Scheme 2015” refers to the long-term performance-related share incentive plan adopted on April 23, 205 and covering approximately 40 individuals including the Chief Executive Officer.

Employees who participate in “Performance-Related Share Scheme 2014” can set aside an amount corresponding to a maximum of 5 percent of their gross remuneration to buy Nordnet shares on NASDAQ OMX Stockholm over a 12-month period from the implementation of each scheme. If the shares purchased are retained by the employee for at least three years the date of the investment, if the employee has been employed within the Nordnet Group during the entire three-year period and if the pre-agreed earnings-based performance targets are achieved, the employee will have the right to a compensation-free matching of those shares according to a predetermined amount.

Before the number of performance shares to be matched is finally determined, the Board shall examine whether the performance matching, including from a risk perspective, is reasonable in relation to the Group’s financial performance and position, shareholder value trend, stock market conditions, conditions attributable to the individual participant’s results and otherwise. If the Board determines that this is not the case, it shall reduce the number of performance shares to be matched to the lower number of shares it deems appropriate and, in extraordinary cases, the outcome may be zero.

Due to the performance share incentive schemes, Nordnet’s 2015 Annual General Meeting decided to authorize the Board to conduct acquisitions and transfers of shares in Nordnet AB (publ) on the Nasdaq Stockholm exchange. This authorization may be exercised on one or more occasions before the Annual General Meeting in 2016. A maximum of 1,405,700 shares may be acquired in order to ensure delivery of shares to participants in Performance-Related Share Programmes 2013, 2014 and 2015. Of these, a maximum of 323,700 shares may be purchased and transferred in order to cover general payroll taxes and other costs related to the programmes.The purpose of the long-term incentive programmes is to encourage key employees to continued loyalty and continued good performance. Furthermore, the Board believes that the incentive programmes increase the group’s attractiveness as an employer in future key recruitments.

Performance-related share scheme 2016

Performance-Related Share Scheme 2016 refers to the long-term performance-related share incentive plan adopted on April 21, 2016 and covering approximately 40 individuals including the Chief Executive Officer.

Employees who participate in “Performance-Related Share Scheme 2016” can set aside an amount corresponding to a maximum of 5 percent of their gross remuneration to buy Nordnet shares on NASDAQ OMX Stockholm over a 12-month period from the implementation of each scheme. If the shares purchased are retained by the employee for at least three years the date of the investment, if the employee has been employed within the Nordnet Group during the entire three-year period and if the pre-agreed earnings-based performance targets are achieved, the employee will have the right to a compensation-free matching of those shares according to a predetermined amount.

Before the number of performance shares to be matched is finally determined, the Board shall examine whether the performance matching, including from a risk perspective, is reasonable in relation to the Group’s financial performance and position, shareholder value trend, stock market conditions, conditions attributable to the individual participant’s results and otherwise. If the Board determines that this is not the case, it shall reduce the number of performance shares to be matched to the lower number of shares it deems appropriate and, in extraordinary cases, the outcome may be zero.

Due to the performance share incentive schemes, Nordnet’s 2016 Annual General Meeting decided to authorize the Board to conduct acquisitions and transfers of shares in Nordnet AB (publ) on the Nasdaq Stockholm exchange. This authorization may be exercised on one or more occasions before the Annual General Meeting in 2017. A maximum of 1,212,177 shares may be acquired in order to ensure delivery of shares to participants in Performance-Related Share Programmes 2013, 2014, 2015 and 2016. Of these, a maximum of 427,700 shares (or such higher number of shares that may follow from an issue of bonus shares, subdivision of shares or equivalent corporate actions) may be purchased and transferred in order to cover general payroll taxes and other costs related to the Performance-Related Share Programmes 2013, 2014, 2015 and 2016.

The purpose of the long-term incentive programmes is to encourage key employees to continued loyalty and continued good performance. Furthermore, the Board believes that the incentive programmes increase the group’s attractiveness as an employer in future key recruitments.

Internal control

Risk control

Exposure to risk is a fundamental element of Nordnet’s operations. It is very important to ensure that exposure to risk takes place under controlled forms. Nordnet’s ambition is for its control environment to be permeated by the company’s ethical values and corporate culture. The ethical guidelines are adopted by the Board and communicated to all employees, as are other governance documents in the form of policies, guidelines and instructions with a view to limiting and controlling the company’s risks and risk exposure. A low risk level and the markets confidence are high priorities for Nordnet. As a consequence of this, Nordnet shall continuously strive to strengthen the risk awareness of the organization and the necessary conditions for good control and follow up with risk owners and controlling units.

The Board at Nordnet holds the overall responsibility for ensuring a good internal control of Nordnet’s operations in accordance with the directives, laws and regulations applicable to its business. This responsibility involves ensuring that there are independent functions for the control and management risks and regulatory compliance and that they report on how the operations are conducted in this respect to the Board and the management. Nordnet’s control functions are Risk Control, Compliance and the independent review function.

The CEO is responsible for the on-going administration of the company in accordance with the policies, strategies and steering documents adopted by the Board. Nordnet shall work with risks in accordance with the principles associated with the three lines of defence. The first line of defence consists of the operations. The second line of defence consists of the frameworks that form the Group’s internal control. The third line of defence consists of the independent reviewers who analyze efforts within the first two lines of defence, including reviewing the Risk Control and Compliance functions. Read more about the three lines of defence in the Annual Report of 2015, note 7.

In assessing the effectiveness of the internal control within Nordnet, the Board primarily relies on the work carried out by the control functions. These consist of the Risk Control function, the Compliance function and the independent reviewers. These control functions shall be organizationally independent of the units that they monitor.

The Internal Capital Assessment process is a continuous process that evaluates the capital requirements in relation to Nordnet’s risk profile. The result acts as a guide in the strategic decisions made to retain good capitalization in the long term. An Internal Capital Assessment document is prepared each year and forms the basis for the Board of Directors work with Nordnet’s capital planning. As part of the internal capital assessment, a comprehensive study and analysis is conducted of the risks in the operations. The capital requirement for each risk has been assessed and reviewed in relation to the legal capital requirement, and then the highest amount of the assessed capital requirement and the legal capital requirement was used in the capital assessment. No diversification effects between risks have been adopted.

The risks to which Nordnet is exposed are divided into the following categories:

  • Credit risk/counterparty risk
  • Market risk
  • Financing risk/Liquidity risk
  • Operational risk
  • Concentration risk
  • Business risk
  • Risks in the insurance operations

For a description of each one of the above mentioned risks, see the Annual Report of 2015, note 7.

IT security

For Nordnet, high security in our banking services is a basic and important area. This is why IT security is one of Nordnet’s most important core competencies. We closely monitor technological developments to ensure that our services remain at the forefront, making online trading in securities both easy and secure.

When our customers are logged into their security accounts, all communications between the customer and the website are encrypted to protect against unauthorized access. The security is ensured, as Nordnet’s website only uses trusted certificates, a form of digital identification that contains a key used to encrypt the information between the user and the systems. That way we are able to safeguard that the information transmitted between the web browser and the web server cannot be accessed by unauthorized persons.

Nordnet’s IT systems are monitored around the clock, every day of the year. In addition, regular independent security reviews are conducted by IT security experts and IT auditors. Nordnet’s work on information security is centered around continuous improvements, and we regularly implement measures to ensure that all services and systems maintain a high level of security.

Internal audit

In accordance with the Board’s work procedure and the work procedures for the subsidiaries Nordnet Bank AB and Nordnet Pensionsförsäkring AB and the regulations of the Swedish Financial Supervisory Authority, the Board has appointed an internal auditor that is directly subordinate to the Board. The work of the internal audior will be based on a review plan established annually by the Board. This review will involve assessments of the internal control of the operations and of its appropriateness.

KPMG has acted as the internal auditor since April 2014.

Contact us

Robert Stambro
Acting Chief Financial Officer
Johan Tidestad
Johan Tidestad
Chief Communications Officer
Emelie Ahlin
Emelie Ahlin Andersson
Investor relations