Nomination Committee's proposal to Nordea's Annual General Meeting 2011
(Thomson Reuters ONE) -
The Nomination Committee of Nordea Bank AB (publ) was established by decision of
the annual general meeting 2010 and comprises Torbjörn Magnusson, chairman of
the Nomination Committee, appointed by Sampo plc, Kristina Ekengren, appointed
by the Swedish government, Mogens Hugo, appointed by Nordea-fonden, Annika
Andersson, appointed by Fjärde AP-fonden, and Hans Dalborg, chairman of the
board of directors. The Nomination Committee announced its proposal for a new
chairman on 22 December 2010. Today the Nomination Committee announces its other
proposals to Nordea's annual general meeting on 24 March 2011. The proposals
will also be presented in the notice to attend the meeting.
Election of board members and chairman of the board
The Nomination Committee proposes re-election until the end of the next annual
general meeting of all board members, except for Hans Dalborg, who has declined
re-election, and for the number of board members to be reduced to nine.
Thus, the proposal is for Björn Wahlroos, Stine Bosse, Marie Ehrlinig, Svein
Jacobsen, Tom Knutzen, Lars G Nordström, Sarah Russell, Björn Savén and Kari
Stadigh to be re-elected as board members and for Björn Wahlroos to be elected
as the new chairman of the board.
Independence pursuant to the Swedish code for corporate governance
Of the board members, all members apart from Lars G Nordström are considered
independent in relation to the company and its management. The majority of the
proposed board members are thus independent in relation to the company and its
management. Of the proposed board members, all members, except for Björn
Wahlroos and Kari Stadigh, are considered independent in relation to the
company's major shareholders. At least two of the proposed board members who are
independent in relation to the company and its management are thus also
independent in relation to the company's major shareholders.
The Nomination Committee's judgment of independence is based on the following
facts: Lars G Nordström was employed as President and Group CEO of Nordea Bank
AB (publ) until 13 April 2007. Björn Wahlroos is chairman and Kari Stadigh is
Group CEO and President of Sampo plc, which owns more than 10 per cent of all
shares and votes in Nordea Bank AB (publ).
Election of auditors
The Nomination Committee proposes re-election of KPMG AB as auditors until the
end of the next general meeting.
Fees to board members and auditors
The Nomination Committee proposes unchanged fees to board members, which means
that the annual general meeting sets the fees to the board in the amount of EUR
252,000 to the chairman, EUR 97,650 to the deputy chairman and EUR 75,600 per
member to the other members. In addition, remuneration will be paid for
committee work in the remuneration committee, the credit committee and the audit
committee in the amount of EUR 16,600 to the committee chairman and EUR 12,900
per member to the other committee members. Remuneration is not paid to the
members who are employees of the Nordea Group.
Fees to the auditors are proposed to be paid as per approved invoice.
Establishment of Nomination Committee
It is proposed that a new Nomination Committee be established with the task of
presenting to the annual general meeting 2012 a proposal concerning election of
board of directors, chairman of the board of directors and auditors and also
fees to the board members and auditors.
For further information:
Torbjörn Magnusson, chairman of the Nomination Committee, +46 8 792 81 12
Press release (PDF):
http://hugin.info/1151/R/1479503/415166.pdf
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nordea via Thomson Reuters ONE
[HUG#1479503]
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Bereitgestellt von Benutzer: hugin
Datum: 13.01.2011 - 14:47 Uhr
Sprache: Deutsch
News-ID 50427
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