Board of Directors.
Tom Dinkelspiel
Chairman of the Board of Directors
More about Tom
Anna Bäck
Board member
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Jan Dinkelspiel
Board Member
More about Jan
Christopher Ekdahl
Board Member
More about Christopher
Karitha Ericson
Board member
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Christian Frick
Board Member
More about Christian
Hans Larsson
Board Member
More about Hans
Per Widerström
Board Member
More about Per Tom Dinkelspiel
Chairman of the Board of Directors
Born 1967. Chairman of the Board of directors since 2019 and director since 2007.
Education: Studies at Stockholm School of Economics
Other ongoing assignments: Chairman of the board of E. Öhman J:or AB, Premiefinans K. Bolin AB, E. Öhman J:or Investment AB and [Off The Shelf 10154 AB (under name change to E. Öhman J:or Intressenter II AB)], chairman and CEO of E. Öhman J:or Alternative Investments AB as well as director of Öhman Bank S.A., E. Öhman J:or Intressenter AB, MPS Holding AB, Kogmot AB, Mokmot AB, NNB Intressenter Invest AB, NNB Intressenter Invest Holding AB and NNB Intressenter Invest II AB
Own and closely related persons’ holding in the company: 5,047,903 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/No
Anna Bäck
Board member
Born 1972. Member of the board of directors since 2020.
Education: MSc Industrial Engineering and Management, Linköping Institute of Technology, and Executive MBA, Stockholm School of Economics
Other ongoing assignments: President, Group CEO and chairman of the board of Kivra Sverige AB, director and CEO of Kivra Global IP AB and director of Kivra Oy
Own and closely related persons’ holding in the company: 162,362 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Jan Dinkelspiel
Board Member
Born 1977. Member of the board of directors since 2017.
Education: BSc in Economics, Stockholm University and MBA in Economics, University of Liverpool
Other ongoing assignments: Director of Sasha Holding AB and director and CEO of 10X People AB
Own and closely related persons’ holding in the company: 3,357,599 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/No
Christopher Ekdahl
Board Member
Born 1980. Member of the board of directors since 2017.
Education: MSc in Engineering Physics, Lund Institute of Technology and École Centrale Paris
Other ongoing assignments: Chairman of the board of NNB Intressenter Invest Holding AB, NNB Intressenter Invest AB and NNB Intressenter Invest II AB, director of Nordax Bank AB (publ), Nordax Group AB, Stabelo Group AB, IBY Holding AB, NDX Intressenter AB, NDX Intressenter Invest AB, NDX Intressenter Invest II AB and NDX Intressenter Invest Holding AB
Own and closely related persons’ holding in the company: – shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Karitha Ericson
Board member
Born 1973. Member of the board of directors since 2019.
Education: Advanced Level Organisational Psychology, Stockholm University and a Bachelor of Social Science, Psychology, Stockholm University, Sweden
Other ongoing assignments: Deputy CEO and COO Of Grant Thornton Sweden AB, and Director of Kamami AB
Own and closely related persons’ holding in the company: 150,229 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Christian Frick
Board Member
Born 1976. Member of the board of directors since 2017.
Education: MSc in Economics and Business Administration, Stockholm School of Economics and Stockholm University
Other ongoing assignments: Director of MFEX Mutual Funds Exchange AB, MFEX Holding AB, Nordax Bank AB (publ), Nordax Group AB, NVG Holding AB, Stora Röda Fågeln AB, NDX Intressenter AB and De Tre Blåa Fåglarna AB
Own and closely related persons’ holding in the company: – shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Hans Larsson
Board Member
Born 1961. Member of the board of directors since 2017.
Education: BSc in Business Administration and Economics, Uppsala University, Advanced Management Programme, Stockholm School of Economics, Executive Management Education, Wallenberg Institute as well as studied Political Science at Stockholm University
Other ongoing assignments: Director and CEO of Linderyd Advisory AB and Lunda Advisory AB, and director of Aktiebolaget Svensk Exportkredit, Intrum AB, Norwegian Finance Holding AS och Bank Norwegian ASA
Own and closely related persons’ holding in the company: 337,574 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Per Widerström
Board Member
Born 1966. Member of the board of directors since 2017.
Education: MSc International Accounting & Finance, London School of Economics, and BSc Business Administration, Accounting and Finance, Gothenburg School of Economics
Other ongoing assignments: Chairman and CEO of Fortuna Entertainment Group N.V., Chairman of Turbotic AB, and Director of Fortuna Game A.S., Fortuna SK A.S., Hattrick-PSK D.O.O., Fortuna Online Zaklady Bukmacherskie S.P. Z.O.O., Catena Media LTD and Catena Media PLC
Own and closely related persons’ holding in the company: 194,446 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Nordnet’s Board of Directors consists of eight board members, including the Chairman of the board. The Articles of Association state that Board members are elected annually by the General Meeting for the period until the end of the next General Meeting.
The CEO does not sit on the Board but presents the reports. The company’s General Counsel presides as secretary at the Board meetings. Where necessary, other company officials also present reports.
The rules of procedure are set annually at the Board meeting following election.
Board responsibilities
Nordnet’s Board of Directors has the overall responsibility for the company’s organization and management of the company’s affairs in accordance with the Swedish Companies Act, as well as for having a well-functioning reporting system. The Board is responsible for the company’s long-term operations and significant issues, for reviewing the company’s operations including procedures, resolutions on issues concerning general targets, strategies, the business plan and budget, and continuously monitoring the company’s development and financial situation. The Board is responsible for the Group’s financial statements being prepared in compliance with legislation and applicable accounting principles, and for quality assuring the company’s financial reporting. The Board ensures that the company’s external communication is characterized by openness and objectivity as well as high relevance to the target groups to which it is directed. The Board also has the task of ensuring that there is satisfactory control of the company’s compliance with laws and regulations and that necessary ethical guidelines are established for the company’s and the Group’s conduct, and appointing an internal auditor, whose work is evaluated annually. This responsibility also includes appointing a CEO, approving the composition of the management team as proposed by the CEO, and evaluating its work.
Chairman of the board
The Chairman manages the work of the Board to ensure that this is done efficiently and in accordance with legislation and regulations. The Chairman monitors operations in consultation with the CEO and is responsible for ensuring that other members receive the information they need to maintain high levels of quality in discussions and decisions. The Chairman ensures that the Board’s work is evaluated annually and verifies that the Board’s decisions are implemented effectively.
Composition of the board
At the Annual General Meeting on 23 April 2020 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 rules of procedure are set annually at the Board meeting following election. The rules of procedure are reviewed when necessary. The rules of procedure include the Board’s responsibilities and duties, the duties of the Chairman, composition of the Board, and audit issues, and state which reports and financial information are to be received by the Board prior to each ordinary Board meeting. Furthermore, the rules of procedure include instructions to the CEO complemented by CEO terms of reference. The rules of procedure also stipulate that remuneration, Audit, Risk and Compliance and IT Committees will be established and what their tasks will be. The Board’s rules of procedure were established 23 April 2020. In addition to these committees, there is a bank-specific Credit Committee.
Evaluation of the work of the board
The rules of procedure state that an annual evaluation of the work of the Board should take place by means of a systematic and structured process. For 2020, the Chairman has ensured that the work of the Board has been evaluated through self-evaluation.
Board control over financial reporting
The Board of Directors monitors and bears the ultimate responsibility for ensuring that the financial statements comply with external regulations and is responsible for the follow up of internal control on financial reporting (ICFR).
The ICFR framework is closely related to Nordnet’s internal framework for risk management. Methods and processes are coordinated and adapted to ensure efficiency and accuracy. Internal governance and control are carried out by the Board, management and other staff and the framework is structured to provide reasonable assurance that goals concerning the operations, reporting and compliance to laws and rules are met. The framework aims to identify risks and create control environments with clear roles and responsibility. The work with ICFR as well as the general operational
risk control is based on the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and five internal control components:
- Control environment – Nordnet has instructions, policies, procedures, authorization handbooks and guidelines related to the governance of the operations, compliance, financial accounting and reporting. All documents are published and made available to all staff.
- Risk assessment – The CEO has the overall responsibility for managing the Group’s risks. Risk management is an integral part of the business that shall be assessed and handled in accordance with the risk policy. In order to exercise effective internal control of the financial reporting, the company must understand and identify the risks that the business is facing and, as part of the assessment process, determine and take into account the consequences of relevant risks. Nordnet constantly assesses the risks in its financial reporting; i.e. it identifies, analyzes and assesses the principal risks of misstatement in the financial reports.
- Control activities – The control activities serve to detect, guard against and limit risks and the assumption of risks in operations while also preventing deviations and errors in financial reporting. To ensure the quality of the financial reporting, controls are done at several levels. The internal report and control systems are based on internal regulations for financial planning, accounting principles, reporting and follow-up and analysis of the financial results.
- Information & communication - All employees must understand their own role in the internal control system, as well as how individual activities relate to other’s work. The employees have tools to communicate important information upstream and downstream. Every responsible manager is responsible for adequate reporting related to internal control to the next management level and thereby secure communication in the entire organization. Instructions, policies and guidelines are made available and kept updated via Nordnet’s intranet. Knowledge and awareness of these are obtained by means of ongoing internal training and information for the various departments and functions covered by internal reporting responsibility.
- Monitoring - Follow-up of the controls included in the ICFR framework is done annually to ensure the reliability of the process. Self-evaluation is done regularly and continuously. The results of the evaluations are followed up by the finance department and reported to the Audit Committee.
During 2020, no interim reports were subject to review by the company’s auditors. The Group’s auditors report their findings to the Board in connection with the review 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 issues a presentation and receives feedback from the Board regarding the focus and scope of the audit.
Fees and other remuneration of the members of the Board, including the chairman of the Board, are resolved by the general meeting. At the extraordinary general meeting on 10 September 2020, it was resolved that the fees to each of the chairman of the Board and the other board members shall be paid with SEK 350,000. Fees for work in board committees shall be paid with SEK 25,000 per each committee, in which the board member participates. For the chairman of each committee a fee of SEK 50,000 shall be paid. However, a fee of SEK 150,000 shall be paid to the chairman of the risk and compliance committee and SEK 75,000 to each other participating members of the risk and compliance committee. The board members are not entitled to any benefits following resignation of the their Board assignments.
For further information regarding remuneration to the Board and senior executives, see guidelines for remuneration to senior executives.
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, Group management and others, plus bonuses for Group employees where applicable. The Committee shall also analyse and present to the Board the risks associated with the company’s remuneration system and, on the basis of this analysis, identify and present the employees who should be considered to have a substantial impact on the company’s risk profile. Reporting to the Board takes place regularly. The remuneration committee comprises Christian Frick (Chairman), Tom Dinkelspiel and Hans Larsson.
Audit committee
The Board has also established an Audit committee tasked with preparing the work of the Board with regard to monitoring and assuring the quality of financial reporting, maintaining on-going contact with the external auditor, proposing guidelines for the Board regarding which services, beyond auditing, may be procured from the auditor, examining and monitoring the auditor’s impartiality and independence, and assisting in the preparation of proposals on the AGM’s resolution regarding the selection of auditors. In terms of the financial reporting, the committee shall also monitor the effectiveness of the company’s internal control, independent audit and risk management. The Audit committee comprises Hans Larsson (Chairman), Tom Dinkelspiel, Anna Bäck and Christian Frick.
Risk and compliance committee
The Board has established a Risk and Compliance committee, which is a preparatory body for the Board. The Committee through its work and in dialogue with external auditors, Head of Risk Control, Head of Compliance and Group management, shall monitor and provide the Board greater possibilities of obtaining insight into the operations’ and organization’s structure, compliance, risk and incident reporting. The Risk and Compliance Committee shall propose an audit plan for the internal audit 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), Karitha Ericson, Tom Dinkelspiel and Christopher Ekdahl.
Credit committee
For the subsidiary Nordnet Bank AB, the Board has established Credit committee which, among other things, is tasked with determining and preparing the limits for which the Board of Directors of the company is responsible in accordance with the Board procedures, and to prepare the annual reporting of the limits set by the Board. According to the current rules of procedures, the Credit Committee shall also report to the Board in Nordnet AB (publ). The credit committee consists of Christopher Ekdahl (Chairman), Hans Larsson, Tom Dinkelspiel and Jan Dinkelspiel.
IT committee
The task of the IT Committee is to ensure that Nordnet’s IT strategy and foundation are defined, planned and implemented effectively in accordance with Nordnet’s overriding strategy and objectives. The IT committee consists of Per Widerström (Chairman), Anna Bäck and Jan Dinkelspiel.