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.
At the 2020 Annual General Meeting, accounting firm Deloitte AB was reappointed auditor for Nordnet AB and all subsidiaries until the 2021 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 Patrick Honeth of Deloitte is the Principal Auditor for Nordnet AB since the AGM 2019.
The English version of the articles of association is an in-house translation. In case of any discrepancy between the Swedish version and the English version, the Swedish version shall prevail.
The following principles for the composition and work of the nomination committee in Nordnet AB (publ), reg. no. 559073-6681, (the “Company”) shall be applicable until the General Meeting resolves otherwise.
1. THE COMPOSITION OF THE NOMINATION COMMITTEE
Before the Annual General Meeting, the chairman of the Board shall contact the three shareholders holding the highest percentage of voting rights in the Company as of 31 July and each shareholder will get the opportunity to appoint one representative who together with the chairman of the Board will constitute the nomination committee.
If any of the three shareholders holding the highest percentage of voting rights does not exercise its right to appoint a member, the right to appoint such a member is transferred to the shareholder holding the next highest percentage of voting rights who does not already have the right to appoint a member of the nomination committee.
The chairman of the Board shall convene the nomination committee to its first meeting. The chairman of the nomination committee shall be the member who represents the shareholder holding the highest percentage of voting rights, if not otherwise decided upon by the nomination committee.
The names of the members of the nomination committee shall be announced as soon as the nomination committee has been appointed but no later than six months before the next Annual General Meeting. The nomination committee is appointed for a mandate period commencing at the time its composition is announced until a new nomination committee has been appointed.
If there is a change in the ownership of the Company after 31 July but before the nomination committee’s complete proposals have been published, and if a shareholder, which after this change in ownership becomes one of the three shareholders holding the highest percentage of voting rights in the Company, presents a request to the chairman of the nomination committee regarding joining the nomination committee, this shareholder will after approval of the nomination committee have the right to appoint one additional member of the nomination committee.
If a member appointed by a shareholder leaves the nomination committee during its term or if such a member is unable to fulfil its assignment, the nomination committee shall request the shareholder who has appointed the member to within reasonable time appoint a new member. If the shareholder does not exercise its right to appoint a new member, the right to appoint such member passes to the shareholder holding the following highest percentage of voting rights, who has not already appointed or refrained from appointing a member of the nomination committee. Changes in composition of the nomination committee shall be made public immediately.
2. DUTIES OF THE NOMINATION COMMITTEE
The nomination committee shall perform its duties in accordance with this instruction and applicable rules. In its assignment it is included that the nomination committee shall present proposals regarding the matters below, to be put forward to the Annual General Meeting:
- proposal for number of directors and auditors and, where applicable, deputies of auditors,
- proposal for chairman of the General Meeting,
- proposal for directors of the Board,
- proposal for chairman of the Board,
- proposal for fees payable to the Board, divided between the chairman and the other directors, as well as fees payable for committee work,
- proposal for auditors and, where applicable, deputies of auditors,
- proposal for fees payable to the auditor and
- where considered necessary, proposed amendments to these instructions for the nomination committee.
At other General Meetings than the Annual General Meeting, the proposals of the nomination committee shall include the appointments that shall take place at the meeting.
The proposals of the nomination committee shall be addressed to the Company and sent to the chairman of the Board in due time before the notice to the Annual General Meeting is announced by the Company in order for the Company to comply with paragraph 4.1 in the Swedish Corporate Governance Code regarding appointment of Board of Directors.
The nomination committee shall meet when necessary in order to fulfil its duties, however, at least once a year. Notice to meetings shall be issued by the chairman of the nomination committee. If a member requests that the nomination committee shall convene, that request shall be complied with.
The nomination committee is competent to make decisions if at least two of its members are present. The decisions of the nomination committee are passed by a simple majority of votes cast by members present at the meeting. In the event of tied votes, the chairman has the casting vote.
No fee shall be paid to the members of the nomination committee. However, the Company is responsible for reasonable costs which are associated with the duties of the nomination committee.
5. ATTENDANCE OF THE NOMINATION COMMITTEE AT GENERAL MEETINGS
Representatives of the nomination committee should always attend the Annual General Meeting.
6. CHANGES OF THIS INSTRUCTION
The nomination committee shall continuously evaluate these instructions and its work and submit proposals of such changes of this instruction when considered appropriate.
Adopted at the Extraordinary General Meeting on 10 September 2020
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.
How risk management is conducted is described in the risk management framework. The framework is comprised of a number of steering documents that describe the strategies, processes, procedures, internal regulations, limits, controls and reporting procedures. The risk framework is integrated into the organization and covers all relevant risks.
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 Internal Audit. In assessing the effectiveness of the internal control within Nordnet, the Board primarily relies on the work carried out by the control functions.
Nordnet shall work with risks in accordance with the principles associated with the three lines of defence. The first line of defence is comprised of the operations in the line organization and pertains to all risk management activities done by line management and staff.
The second line of defence is comprised of the risk control and compliance functions. They are independent of the line operations and monitor, control and report the Nordnet’s risks and regulation compliance and shall also support and provide advice to the first line of defence.
The third line of defence is comprised of the internal audit function that carries out independent periodic audits of the governance structure and the system for internal control. Within Nordnet, the internal audit is performed on direct assignment from the Board of Directors by external consultants. Read more about the three lines of defence in the Annual Report of 2019, note 7.
The Internal Capital and Liquidity Assessment process (IKLU) is a continuous process that evaluates the capital and liquidity requirements in relation to Nordnet’s risk profile, plans and global factors. As part of the internal capital assessment, a comprehensive study and analysis is conducted of the risks in the operations. Nordnet is working for the entire organization to be involved in risk analysis. All employees are responsible for identifying risks and increasing their knowledge about these. The IKLU process is part of the organization’s work with risk and requires an active participation of risk owners and the employees concerned.
The risks to which Nordnet is exposed are divided into the following categories:
- Credit risk including concentration risk
- Market risk
- Financing risk/Liquidity risk
- Operational risk
- Risks in the insurance operations
For a description of each one of the above mentioned risks, see the Annual Report of 2019, note 7.
For Nordnet, proper and secure information management is a key element in maintaining trust from customers, authorities, owners and partners. Maintaining this trust and making use of the potential of digitalization requires structured information and IT security work, which is integrated throughout our entire operations. We ensure this by:
- Involvement of Management and the Board in the structure of the security work
- Nordnet’s security controls are evaluated and improved on an ongoing basis
- Nordnet participates in collaboration activities both at the national level and in the Nordic region to strengthen security in society
- There is a process for approving significant changes in the operations
- Our various IT systems are monitored around the clock, all year
- Our staff undergo security training
In order to further strengthen Nordnet’s information and data security, a number of improvement measures were implemented in 2019. For example, we structured the responsibility for systems and trained our systems owners, verified that our critical systems have an appropriate security level and examined our primary suppliers. In 2020, we will work to further improve our monitoring and security for our staff.
In accordance with the Board’s procedures and 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 independent review function/internal audit, which is directly subordinate to the Board.The internal auditor’s work is based on a Board-approved instruction. Internal auditing shall review and periodically evaluate if the company’s internal controls are appropriate and effective. As at 2018, the function is held by E&Y.