Board of Directors

Board responsibilities

Nordnet’s Board has the overall responsibility for the company’s organization and management of the company’s affairs, as well as for having a well-functioning reporting system. The Board is responsible for reviewing the company’s operations including administrative procedures and any other circumstances within the the company that may affect the company’s ability to fulfill its obligations and achieve goals, decide on matters concerning the company’s overall goals, strategies, business plan and budget, and continuously monitoring the company’s development and financial situation. The Board shall continuously evaluate the company’s operational management and, at least once a year, discuss the CEO’s work. In addition, the Board is responsible for following and reviewing the company’s operations and financial situation, as well as ensuring that the Group’s financial reporting has been prepared in accordance with the law and applicable accounting principles. The Board is responsible for appointing a special audit function (internal auditing), resolving changes that are of major importance to the company’s operations and organization as well as continuously following such decisions on changes, ensuring that there is a satisfactory control of the company’s compliance with laws and regulations and ensuring that necessary ethical guidelines are laid down.

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 26 April 2018 it was resolved that the Board would consist of seven 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 26 April 2018.

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 2017, the Chairman has ensured that the work of the Board has been evaluated. 

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 2017, no interim reports was subject to review by the company’s auditors. The Group’s auditors report their findings from the audit 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 gives a presentation and receives viewpoints from the Board regarding the focus and scope of the audit.

At the Annual Genereal Meeting on 26 April 2018 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. 

No fee shall be paid to a board member employed by the Company or its subsidiaries. In accordance with the current interpretation of the rules for taxation of board fees established in 2017, the Company will not allow board members to invoice board fees via companies.

Fees to the auditor shall be paid on a continuous basis.

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. The remuneration committee shall also consider the overall employment and remuneration issues relating to all employees in the Group. 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 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 assist in the preparation of proposals for the AGM’s decision on auditor’s election. 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.

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 Christopher Ekdahl (chairman), Hans Larsson and Jan Dinkelspiel.