Board work in 2009
In 2009, the Board held 24 meetings, four of which were held per capsulam. All meetings were held in Stockholm. The Board establishes an annual plan for its work, normally at the statutory meeting, where it decides which issues will be treated in depth. The issues in 2009 included an analysis and review of certain strategic business areas, a review of IT operations, ICAAP and the rights issue.
The CEO is evaluated continuously. Considering that the CEO took over last year, the Board did not devote much attention to this issue in 2009.
The Board regularly monitors operational risks and the capital situation, for which it receives a risk report at each meeting. It also receives reports on security and compliance.
No objections were noted to any of the decisions during the year. In 2009, the Auditor reported at four of the Board’s meetings. At one of these meetings, neither the CEO nor other members of Group Executive Committee were present, except for the Chief Legal Officer in her capacity as Secretary of the Board.
The AGM 2009 was attended by eight of 10 Board members, eight of 14 members of the Group Executive Committee and the Chief Auditor. More than half of the Board’s members as well as the Chief Auditor were present at the Extraordinary General Meeting held in September 2009.
The Risk and Capital Committee
The Board’s Risk and Capital Committee monitors, prepares and decides in the following areas:
- Market risk,
- Credit risk,
- Liquidity and funding (e.g., limits on liquidity risk),
- Operational risks, including continuity planning and security, and
- Capital (e.g., monitoring the capital base, risk-weighted assets and related control models).
The Risk and Capital Committee prepares cases in the abovementioned areas for treatment by the Board and otherwise decides on credit-related issues within the limits set by the Board.
In addition, the Committee recommends strategies for these areas prior to treatment by the Board.
The Risk and Capital Committee consists of not more than four members appointed from among the Board’s members. The CEO is not a member of the Committee, but normally attends the Committee’s meetings. Decisions require a quorum of three Committee members. If any of those present express reservations about a decision, it is referred to the Board for a ruling. Questions of principle or otherwise of major importance will always be resolved by the Board.
The Risk and Capital Committee consists of not more than four members appointed from among the Board’s members. The CEO is not a member of the Committee, but normally attends the Committee’s meetings. Decisions require a quorum of three Committee members. If any of those present express reservations about a decision, it is referred to the Board for a ruling. Questions of principle or otherwise of major importance will always be resolved by the Board.
The members of the Committee since the AGM 2009 have been Carl Eric Stålberg, (Chair), Ulrika Francke, Pia Rudengren and Anders Sundström. In 2009, the Committee held 22 meetings.
Audit and Compliance Commitee
The Board’s Audit and Compliance Committee is a drafting body for the Board. Through its work, and in consultation with the outside auditor, the Head of Internal Audit and the Group Executive Committee, the Committee provides the Board with additional information on:
- Operations, including that internal control and governance processes are sufficient and that the internal audit is performed effectively and relevantly,
- Financial reporting, including the quality of the financial reports and that the reports are prepared in accordance with current laws, applicable accounting standards and other requirements for listed companies, and
- Compliance, including that activities within Swedbank are conducted in accordance with external laws and regulations,as well as internal policies and instructions.
The Committee’s main responsibility is to provide the Board with additional information on any deficiencies in routines and the organisation with regard to governance, risk management and control. The Audit and Compliance Committee reviews that the Auditors’ work has been conducted efficiently and otherwise in a satisfactory manner. Moreover, the Committee reviews internal compliance reports and accordingly proposes measures that are ultimately decided on by the Board where deemed necessary.
The Audit and Compliance Committee consists of not more than four Board members. More than half the full number of members constitutes a quorum. If the Committee consists of four members, three constitute a quorum, one of whom must be the Chair. The Head of Internal Audit is a co-opted member of the Committee. The members of the Committee since the AGM 2009 have been Ulrika Francke, (Chair), Berit Hägglund-Marcus and Karl-Henrik Sundström. All members are independent. In 2009, the Committee held six meetings.
Compensation Committee
The Board’s Compensation Committee monitors, evaluates and prepares compensation issues for resolution by the Board, including:
- Salary, pension, bonus and other benefits for senior executives according to the guidelines adopted by the AGM and for the Head of Internal Audit and the Secretary of the Board,
- The Board’s proposal to the AGM with compensation guidelines for senior executives,
- The Board’s incentive policy for the Group and other related documents,
- Decisions according to policies in the compensation area,
- Changes in allocation criteria for the Swedbank Group’s profit-sharing fund, Kopparmyntet, and a recommendation on the annual allocation,
- Questions concerning the bank’s pension funds which, according to the Board’s rules of procedure, are resolved by the Board,
- Questions concerning the terms by which the Board hires outside expertise, including ensuring that there are no conflicts of interest in the hiring of such experts,
- Other compensation issues that deviate from established policies or questions of principle.
The Committee strives to ensure that proposed compensation models are aligned with the bank’s long-term interests. The Committee ensures that compensation models specified in the Group’s incentive policy comply with effective risk management and do not encourage exaggerated risk-taking, and that these models comply with the Swedish Code of Corporate Governance, current regulations from the Financial Supervisory Authority and all other applicable rules.
The AGM 2009 adopted the compensation guidelines for senior executives proposed by the Board. Swedbank’s compensation principles and compensation comply with the stipulations of the Swedish Code of Corporate Governance. Swedbank did not have any share or share price-related incentive programs in 2009.
The Committee consists of no fewer than two and no more than four Board members. The members of the Committee since the AGM 2009 were Carl Eric Stålberg (Chair), Anders Igel, Helle Kruse Nielsen and Anders Sundström. All members, with the exception of the Committee Chair, are independent. In 2009, the Committee held 12 meetings.
