The Board's committees

The Remuneration Committee

The Board’s Remuneration Committee monitors, evaluates and prepares compensation issues for resolution by the Board. In addition, the Committee ensures that compensation models comply with effective risk management and are designed to reduce the risk of exaggerated risk-taking, and that they comply with the Code, current regulations from the Swedish Financial Supervisory Authority and other applicable rules. The work of the Remuneration Committee includes as follows:

• Salary, pension, variable staff costs and other benefits for senior executives according to the guidelines adopted by the AGM and for the Head of Internal Audit.
• The Board’s proposal to the AGM with compensation guidelines for senior executives.
• The Board’s remuneration policy for the Group and other related documents.
• Decisions according to policies in the compensation area.
• Other compensation issues that deviate from established policies or questions of principle.

The Committee has the following members:

The Risk and Capital Committee

The role of the Risk and Capital Committee is to support the Board in its risk management work. However, the Board has ultimate responsibility for the risks taken by the bank and for assessing its capital requirements. The Board ensures that operational risks are identified and defined and that risk-taking is measured and controlled according to current laws and the Group’s policies on risks and capital. Through the Board's risk and capital policy, the Board establishes guidelines for the CEO regarding risk control and management, risk and capital evaluation, and capital management within the bank. The policy describes the connection between risk and capital as well as how risk and capital management support the business strategy. The Committee covers the following areas:

• Market risk
• Credit risk
• Liquidity and funding (e.g. limits on liquidity risk)
• Capital (e.g. monitoring the capital base, risk-weighted assets and related control models)

The CEO is not a member of the Committee, but normally attends the Committee’s meetings.

The Committee has the following members:

The Audit and Compliance Committee

The Audit and Compliance Committee, through its work and in consultation with the outside auditor, the Head of Internal Audit and the Group Executive Committee, provides the Board with good access to information on business activities. Its purpose is to identify any deficiencies in routines and in the organisation in terms of governance, risk management and control.

The work of the Audit and Compliance Committee is focused on internal control and governance processes and their adequacy, as well as monitoring the effectiveness of Swedbank’s internal audit, internal controls and risk management with respect to financial reporting. Its work also encompasses the quality of the financial reporting and whether the reporting complies with current laws, applicable accounting standards and other requirements for listed companies. In the area of compliance, the information includes whether the work within Swedbank is being conducted in accordance with external laws and regulations and internal policies and instructions, as well as information on ongoing contacts with supervisory authorities in countries where the bank has operations. The focus in terms of operational risks is mainly on information about them and how these risks are managed. The Audit and Compliance Committee also reviews the internal and external auditors’ work to ensure that it has been conducted effectively and in an otherwise satisfactory manner. Based on the information presented, the committee proposes measures that are decided on by the Board where deemed necessary.

The committee’s work also includes:

• Reviewing and evaluating the Group’s financial reporting process
• Responsibility for the quality of the company’s reporting
• Responsibility for ensuring that the interim reports and year-end reports are audited or reviewed by the Auditor
• Meeting the Auditor on each reporting date
• Staying informed of accounting standards
• Reviewing the quarterly reports and suggestions for improvements from Internal Audit, risk control and compliance within their areas, including management of risks in accordance with the Group’s policy, and staying informed of risk evaluations and risk reports
• Evaluating and assisting the appointment of the head of Internal Audit

The head of Internal Audit attends the committee’s meetings. When selecting the members of the Committee, special consideration is given to competence and experience in the accounting field.

The Committee has the following members: