Board of Directors.
Tom Dinkelspiel
Chairman of the Board of Directors
More about Tom
Anna Bäck
Board member
More about Anna
Charlotta Nilsson
Board Member
More about Charlotta
Gustaf Unger
Board Member
More about Gustaf
Karitha Ericson
Board member
More about Karitha
Per Widerström
Board Member
More about Per
Fredrik Bergström
Board member
More about Fredrik
Henrik Rättzén
Board member
More about Henrik 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 at E. Öhman J:or AB, Premiefinans K. Bolin AB and VNV Global AB. Chairman of the Board and CEO at E. Öhman J:or Alternative Investments AB and Board Member at Öhman Luxembourg S.A., E. Öhman J:or Intressenter AB, Kogmot AB, Mokmot AB.
Own and closely related persons’ holding in the company: 4,389,889 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: Board Member of Permobil AB and of the Swedish Biathlon Federation (Svenska Skidskytteförbundet). Member of the SNS Board of Trustees.
Own and closely related persons’ holding in the company: 102,362 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Charlotta Nilsson
Board Member
Born 1970. Member of the board of directors since 2021.
Education: MSc Physics, Umeå University and Executive MBA from Stockholm School of Economics.
Other ongoing assignments: Chief Operating Officer of Paradox Interactive including Board member in subsidiaries. Board member of Industrifonden, Dataspelsbranschen Spelplan ASGD AB and FCG Group Europe AB .
Own and closely related persons’ holding in the company: –
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Gustaf Unger
Board Member
Born 1973. Member of the board of directors since 2022.
Education: Engineering degree from KTH as well as an economics degree from Stockholm University and a doctorate in financial mathematics from ETH Zurich
Other ongoing assignments: CEO of Intelligent Debt Financing
Own and closely related persons’ holding in the company: –
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: Global Head of Grant Thorntons International for its member countries, Global Head of Human Resources and Head of Strategic Sustainability and Board member of Kamami AB.
Own and closely related persons’ holding in the company: 100,229 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 of the Board at Turbotic AB, Catena Media LTD and Catena Media PLC, QRed Holding AB and Sambla Group.
Own and closely related persons’ holding in the company: 194,446 shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Fredrik Bergström
Board member
Born 1970. Member of the board of directors since 2022.
Education: Bachelor’s degree in Economics from Uppsala University.
Other ongoing assignments: CEO Euro Accident Livförsäkring AB. Chairman of the Board of Enebybergs Tennishall AB and board Member of Claims Carbon Institutet AB and FFOMAB AB.
Own and closely related persons’ holding in the company: – shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Henrik Rättzén
Board member
Born 1965. Member of the board of directors since 2022.
Education: Bachelor’s degree in Economics from Uppsala University.
Other ongoing assignments: Chairman of the Board of Hedvig Försäkring, Bosam Group Holding AB and Freedom Group AB. Board Member of Fjärde AP-fonden and Advinans AB. He also works as a senior adviser.
Own and closely related persons’ holding in the company: – shares
Independent in relation to Nordnet and Group Management/major shareholders: Yes/Yes
Nordnet's Board of Directors shall consist of eight members, including the Chairman of the Board.
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 28 April 2022 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 28 April 2022. 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. The Chairman of the
Board ensured that the work of the Board in 2021 was evaluated by an external consult.
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 operational 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.
In 2022, the interim report for the third quarter was subject to review by the company’s auditors. In addition, on four occasions over the year, the company’s auditors conducted reviews regarding the inclusion of the interim result in the capital base for Nordnet Bank AB and its consolidated situation. 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 Annual General Meeting on 28 April 2022, it was resolved that the remuneration to each of the Chairman of the Board and other board members shall be SEK 450,000. Remuneration for work in the Board's committees shall be paid as follows:
• SEK 150,000 to the Chairman and SEK 80,000 to other members of the Risk- and Compliance Committee
• SEK 100,000 to the Chairman and SEK 60,000 to other members of the Audit Committee
• SEK 75,000 to the Chairman and SEK 40,000 to other members of the IT Committee
• SEK 40,000 to the Chairman and SEK 25,000 to other members of the Remuneration Committee
For further information regarding remuneration to the Board and senior executives, see guidelines for remuneration to senior executives.
The Board’s overall responsibilities cannot be delegated, but the Board has established certain preparatory committees as follows.
The Board of Directors of Nordnet AB (publ) currently has four committees: the Remuneration Committee, the Audit Committee, the Risk and Compliance Committee and the IT Committee. All committees are preparatory bodies to the Board of Directors. In addition to the committees set up in Nordnet AB (publ), the Board in Nordnet Bank AB has established four committees; the Remuneration Committee, the Audit Committee, the Risk and Compliance Committee and the Credit Committee. The Credit Committee in Nordnet Bank AB shall report to the Board in Nordnet AB (publ).
Remuneration Committee
The Remuneration Committee is 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 Anna Bäck (Chairman), Tom Dinkelspiel and Fredrik Bergström.
Audit Committee
The Audit Committee is 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 Henrik Rättzén (Chairman), Tom Dinkelspiel, Charlotta Nilsson and Gustaf Unger.
Risk and Compliance Committee
The Risk and Compliance Committee 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 Gustaf Unger (Chairman), Tom Dinkelspiel, Karitha Ericson and Fredrik Bergström.
Credit Committee
The Credit Committee established by the Board of the subsidiary Nordnet Bank AB is, 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 Tom Dinkelspiel (Chairman) Karitha Ericson and Gustaf Unger.
IT Committee
The IT Committee committee is tasked 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 Charlotta Nilsson.