Compensation Committee

The Board’s Compensation 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 Compensation 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 consists of no fewer than two and no more than four Board members.

Issues in 2010

In 2010 the Committee dealt with the issue of introducing a performance and share based remuneration programme in order to harmonise the interests of employees with those of shareholders, encourage long-term value creation in the bank and create the conditions necessary to recruit and retain competent personnel. The Board has accepted the programme. Pending the approval of the 2011 AGM, the programme will apply from 1 January 2010. For more information, see page 46 and note G14. Further, the Committee treated issues concerning:

• A new remuneration policy for the Group
• Leadership planning and questions of principle concerning pensions and collective wage negotiations