Board of Directors

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 21 March 2019 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 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 Committees will be established and what their tasks will be. The Board’s rules of procedure were established 21 March 2019.

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 2018, 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 plans, monthly reports and daily checks on key operational 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 defence. The assessment of the efficiency of internal control is largely conducted by the independent control functions. These consist of the function for Risk Control, Compliance and internal audit, which 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 Board meeting.

During 2018, 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.

At the Annual Genereal Meeting on 21 March 2019 it was decided that remuneration for Board work should be paid with SEK 150,000 to Chairman of the Board, with SEK 250,000 to Per Widerström and Karitha Ericson 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 a board committee should be paid with SEK 50,000. However, the Chairman of the Audit committee will be paid SEK 125,000 and SEK 225,000 shall be paid to the Chairman of the Risk and Compliance committee, and each of the other members of the Risk and Compliance committee should be paid with SEK 75,000. 

No fees 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, 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, 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 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), Jan Dinkelspiel, 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 and Jan Dinkelspiel.

IT committee

In 2019, a new committee for Nordnet AB has been established, the IT committee The task of the committee is to oversee that the Nordnet IT strategy and foundation will be effectively defined, planned and implemented in accordance with the overall group strategy and goals. The IT committee consists of Per Widerström (Chairman) and Jan Dinkelspiel.