Board of Directors

The Board of Directors has overall responsibility for managing Swedbank’s affairs in the interests of the company and the shareholders. The Board consists of ten members elected by the AGM. The composition of the Board meets the requirements of the Code with respect to its members’ independence. This means that the majority of members elected by the AGM are independent in relation to Swedbank and the Group Executive Committee and that at least two of the members who are independent in relation to Swedbank and the Group Executive Committee are also independent in relation to Swedbank’s major shareholders. An ongoing even gender distribution is desirable; the distribution of the current Board is 50/50. The 2010 AGM resolved to expand the Board by two members compared with the number elected by the 2009 AGM. The 2010 AGM elected three new members: Lars Idermark, Göran Hedman and Siv Svensson. Lars Idermark
was named the Chair of the Board of Directors by the AGM. The Board also includes two employee representatives and deputies in accordance with special agreements with the Financial Sector Union of Sweden and Akademikerföreningen. Both unions also have one deputy member each.

The CEO is not a member of the Board, but attends the Board’s meetings except when issues are discussed where the CEO has vested interests, or it is otherwise unsuitable that he attends, e.g. when the CEO’s work is evaluated. The Head of Internal Audit and the Company Secretary, also Chief Legal Officer, attend the Board’s meetings too. The deputies (employee representatives) normally do not.

Delegation of responsibilities

The Board appoints/dismisses the CEO and is the ultimate decision-making body as regards the appointment/dismissal of the CFO and the CRO. The delegation between the Board, the Chair of the Board and the CEO is stipulated in the Board’s rules of procedure and its instruction for the CEO. In addition, special instructions are in place for the Board’s committees. More information on the work of these committees can be found in this report. The Board also has at its disposal an independent audit function, Internal Audit, directly subordinated to the Board.

The Chair of the Board has specific responsibilities, including:

• Overseeing the CEO’s work and providing a discussion partner and support, as well as monitoring to ensure that the Board’s decisions and instructions are implemented.
• Organising and managing the Board’s work, encouraging an open, constructive dialogue within the Board and initiating the development of the Board’s competence on issues of importance to operations, including the evaluation of the Board’s work.

Evaluation of the Board and the Chair of the Board

The Board conducts an annual evaluation of its work, working arrangements and related issues. The evaluation 2010 was conducted through a written questionnaire and in-depth interviews with the Chair of the Board and each Board member. The results are compiled and presented to the Board.

The Board’s work

In 2010 the Board had 19 meetings, three of which were held per capsulam. All the meetings except one were held in Stockholm. Each year the Board establishes an annual plan for its work, where it decides which issues will be treated in depth. The major issues in 2010 included the following:

• Remuneration issues with the goal of adopting a long-term focus.
• Further development of the bank’s strategy for decentralisation, customer focus and the brand platform.
• The Groups’s ongoing risks and capital situation, where the Internal Capital Adequacy Assessment Process (ICAAP) was a key element. This process ensures that Swedbank is adequately capitalised to cover risks and to manage and develop operations.
• A review of general corporate governance documents to further underscore the importance of internal control and risk management.
• The evaluation of the CEO, performance and results.

No objections were noted to any of the decisions during the year. Göran Hedman has chosen not to attend the Board discussions on the new savings bank agreement. In 2010 the Auditor reported at four of the Board’s meetings. At one of these meetings neither the CEO nor other members of the Group Executive Committee were present.

Prior to each meeting the proposed agenda is distributed together with detailed material. The documents are normally distributed one week in advance. The material from Board meetings is saved electronically, including documents that were not enclosed with the minutes.

The new members elected by the 2010 AGM – Göran Hedman, Lars Idermark and Siv Svensson – have undergone Swedbank’s introductory training and attended stock market training.