Expert Corporate Governance Service (ECGS)
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Nordea Bank, March 28 2019

In general, Nordea is in compliance with the Finnish regulations relating to the organisation and procedures of the AGM.

In October 2018, Nordea completed a re-domiciliation of the parent company to Finland, by means of a cross-border reversed merger. As a consequence, the overall supervisory responsibility of the Company moved to the European Central Bank (ECB).

Under ITEM 9, discharge of the board of directors & CEO is sought. ECGS notes that the relevant supervisory authorities have conducted ongoing investigations (among others) regarding Nordea's compliance with anti-money laundering (AML) regulation. As long as the results of these investigations are unclear, ECGS is unwilling to grant discharge to the members of the board of directors and the CEO. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 15, it is proposed to establish an 'external' nomination committee (shareholders' nomination board). As a matter of principle, ECGS is not in favour of external nomination committees that concentrate the nomination powers in the hands of the largest shareholders. On the other hand, ECGS also notes that establishing a shareholders' nomination board is in accordance with provision 18b of the Finnish Corporate Governance Code and (to a certain) extent) market practice in Finland as well. ECGS therefore recommends to vote FOR.

Finally, under ITEM 19, the board of directors seeks approval to increase the maximum variable compensation of so-called 'risk takers' to 200% of annual base salary. In ECGS' view, the proposal is sufficiently motivated, and the Company clearly justified its interest in the resolution. Accordingly, ECGS recommends to vote FOR.

Nordea Bank Abp

Nordea Bank is a financial services group based in Sweden. Co. has three business areas: retail banking, wholesale banking, and wealth management. Retail banking conducts a full service banking operation and serves household and corporate customers in the Nordic markets as well as the Baltic countries. Wholesale banking provides banking and other financial solutions to large Nordic and international corporate, institutional and public companies. Wealth management provides investment, savings and risk management products. It also manages customers' assets and provides financial advice to individuals and institutional investors.


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