The work performed by the Board of Directors
The Board of Directors is responsible for the organization and management of Nordax and has the overall responsibility for the governance and control of Nordax. The Board of Directors shall continuously assess the company’s financial situation and ensure that the company is organized in such a way that its accounting, management of assets and financial matters in general are monitored in a prudent and efficient manner.
The Board of Directors establishes goals and strategies for the business and ensures that there is an effective system for monitoring and controlling the company’s operations.
The work of the Board of Directors is performed in compliance with the rules of procedure which are adopted each year by the Board of Directors at the first board meeting held after the annual general meeting. The Board of Directors has established committees to assist in the preparation of certain matters (see further under the heading “The Board’s Committees”). The rules of procedure govern the decision-making procedures at Nordax, the procedure at Board meetings, and the allocation of work between the Board of Directors, the Chairman of the Board and the Board’s committees. The rules of procedure also govern the allocation of work between the Board of Directors and the CEO.
The Board of Directors also monitors the company’s risks, regulatory compliance and reports regarding internal controls at Nordax. This takes place by means of reporting from the independent risk control, compliance and internal audit control functions. The CEO, and, where required, other individuals at the company report matters directly to the Board of Directors. Nordax’s Chief Legal Counsel Corporate is responsible for taking the minutes at Board meetings.
Pursuant to the rules of procedure established by the Board of Directors, directors must receive regular training in order to maintain and develop their expertise, and perform their duties. The directors have access to individual and collective tailored programmes which take into account any areas where the directors need further training. The Board of Directors must set aside sufficient time to attend such training.
The Chairman of the Board
The Chairman of the Board presides over the work performed by the Board and monitors that the Board is performing its duties in accordance with the rules of procedure established by the Board.
Board of Directors
Nordax’s Board of Directors bears the overall responsibility for the organization, governance and control of Nordax.
Here you can find information about the current Board of Directors.
Appointed Non-Executive Director 2018.
Education: Masters Degree in Economics from the University of Copenahgen
Previous experience: A number of senior positions and been a board member within Nasdaq and other regulated marketplaces (including Stockholm, New York and Copenhagen).
Other assignments: Board member of Nykredit A/S. Senior Advisor in the company Alkymi.io, a New York based FinTech start-up and member of the Advisory Board of Concordium AG, a Swiss based blockchain start-up.
Education: MSc in Engineering Physics from Lund University and École Centrale Paris.
Previous expererience: Investment Banking Divisions in Calyon in Paris and Carnegie in Stockholm. In Nordic Capital since 2011.
Other assignments: Director in NC Advisory AB, adviser to Nordic Capital Funds. Board member of inter alia Nordnet AB and Stabelo Group AB.
Education: MSc in Economics and Business Administration from the Stockholm School of Economics and the Stockholm University School of Business
Previous experience: Investment Banking Division at Morgan Stanley, focusing on M&A advisory to clients in the Financial Services sector. At Nordic Capital since 2003.
Other assignments: Partner of NC Advisory AB, adviser to the Nordic Capital Funds. Board member of inter alia Nordnet AB, Nordnet Bank AB and MFEX.
Education: Business Administration and Finance, Stockholm School of Economics
Previous experience: Trygg-Hansa, Head of Control at Skandia P&C, Senior Vice President, CFO and Managing Director at If P&C Insurance Ltd (publ) and Deputy CEO at If P&C Insurance Holding Ltd. In the If P&C group since 1999.
Other assignments: Chief of Strategy/Group Executive Vice President at Sampo and member of the Sampo Group Executive Committee. Chairman of Topdanmark A/S and Board member of If P&C Insurance Holding Ltd.
Education: Master of Laws (LL.M), Stockholm University
Previous experience: COO as well as Deputy CEO of Avanza Bank AB and CEO of Insurance Company Avanza Pension, where he also served on the Board. Chairman of the Board of Avanza Fonder AB.
Other assignments: Chairman of Fondab AB and Zenzum AB, Board member of inter alia DPOrganizer AB. Industrial advisor through his own company CHK Konsult AB.
Education: MSc in Business Adminstation/CEMS Masters, Stockholm School of Economics (SSE)
Previous experience: Country Senior Executive Nordea Sweden, Head of Banking Sweden and Head of Group Strategy and Corporate Development at Nordea Bank; Engagement Manager and Associate Principal, Mckinsey & Company; Associate, Goldman Sachs Investment Banking.
Other assignments: Member of the Supervisory Board of ABN Amro Bank NV, Board member of Ework Group AB. Chairman of Kreditz AB.
Education: Information will be updated
Previous experience: Among other from working in SEB and Citigroup.
Other assignments: Head of Allocation and Head of Credit Investments within Sampo Group.
The Board's Committees
To support the Board of Directors within certain specific areas, the Board of Directors has established three committees, which prepare and evaluate issues to be decided upon by the Board of Directors within the scope of each committees governing document. The committees are: the remuneration committee, the audit- and financecommittee and the risk committee.
The principal duty of the Remuneration Committee is to support the Board of Directors in its work in ensuring that the risks associated with Nordax’s remuneration system are identified, dealt with appropriately and reported. The Remuneration Committee also assists the Board of Directors by establishing principles regarding remuneration at Nordax, preparing remuneration matters to be decided upon by the Board of Directors, and ensuring that the remuneration systems are in compliance with applicable laws and regulations.
The main responsibilities of the Audit Committee include supporting the Board of Directors in ensuring that:
- Nordax' financial reports are produced in accordance with applicable legislation, accounting standards and other relevant requirements;
- Nordax has adequate internal control and formalized routines to ensure compliance with approved policies and processes for internal governance and control and financial reporting.
The main responsibilities of the Risk Committee include supporting the Board of Directors in:
- Identifying and defining risks within Nordax's business and ensuring that risk taking is measured and controlled. In addition, the Risk Committee is responsible for supporting the Board of Directors on matters relating to Nordax's current and future risk appetite and risk strategy; and
- Assisting the Board in reviewing risk management policies and practices and monitoring the management's implementation of the risk strategy.
At the Annual General Meeting 2017, Deloitte AB was appointed as auditors and at the AGM 2018 they were reelected until the 2019 AGM. Malin Lüning, born 1980, is the Auditor-in-Charge and is a Chartered Accountant.
SE-113 79 Stockholm
Phone +46 75 246 20 00
Senior Management Team
Nordax management team consists of people with extensive experience in our field. There is a genuine commitment in the management team to the company's mission and future. Our decisiveness is a result of the management team's composition and work processes that involve people at all levels. It has also built a working environment characterized by cooperation and participation.
Below you can find information about the members of the management team. Olof Mankert, CRO are adjunct member of the Senior Management Team.
In current position since 2017
Education: Degree of Master in Business Administration, Degree of Bachelor of Business Law, School of Economics and Management, Lund University
Director of Credit Risk and Analytics
In current position since: 2019
Education: Master of Computer Science Royal Institute of Technology Stockholm, Indian Institute of Technology Bombay
Head of HR
In current position since: 2012
Education: Degree of Bachelor of Social Science in Human Resource Management and Development, Linköping University.
In current position since 2019
Education: M.Sc. Enginering physics, Lund University (LTH)
Chief Operating Officer
In current position since: 2016
Education: Master of Science Business Administration, International Business Program. Linköping University.
In current position since 2018
Education: M.Sc. Economics and Business Stockholm School of Economics, Master of Laws Lund University
Chief Risk Officer (Adjunct member)
Employed 2008-2012 and since 2013
In current position since 2016
Education: Master of Laws (LL.M), Stockholm University
Kristina Tham Nordlind
Chief Legal Counsel
In current position since 2007
Education: Master of Laws (LL.M), Stockholm University
The Annual general meeting is the company’s supreme decision-making body. At the general meetings, the shareholders exercise their voting rights in key corporate matters, such as the approval of income statement, the disposition of profits or losses and the discharge of liability for the Board of Directors.
Extraordinary general meeting 2018
A extraordinary general meeting was held on 2 May 2018 where parts of the new Board of Directors, who is presented above, was elected.
Annual general meting 2017
The Annual General Meeting 2017 was held Thursday 27 April, 2017 in Stockholm.
Documents ahead of the Annual General Meeting 2017
Annual General Meeting 2016
Annual General Meeting 2016
The Annual General Meeting 2016 took place on May 11, 2016 in Stockholm.
Documents ahead of the Annual General Meeting
Shareholder Meetings 2015
Annual General Meeting on 24 April 2015
The annual general meetings in Nordax Bank AB (publ), Nordax Holding AB and Nordax Group Holding AB were held on 14 April 2015. At the annual general meetings, Richard Pym, Arne Bernroth, Christian Beck, Andrew Rich, Daryl Cohen, Morten Falch, Synnöve Trygg, Hans Larsson and Katarina Bonde were re-elected as directors of the Board of Directors of each respective company. At the annual general meetings, resolutions were adopted regarding discharging the directors and CEO from liability, allocating profits and adopting the accounts for 2014. At the annual general meeting, Öhrlings PriceWaterhouseCoopers AB was appointed auditor of each respective company, with Helena Kaiser de Carolis as auditor in charge for the period until the end of the 2016 annual general meeting. A resolution was also adopted at the annual general meeting regarding fees of the directors.
Extraordinary General Meeting on 24 April 2015
Nordax Group AB (publ) was established on 1 November 2014 and has a prolonged financial year until 31 December 2015. The first annual general meeting of Nordax Group AB (publ) will therefore be held during spring 2016. An extraordinary general meeting in Nordax Group AB (publ) was held on 14 April 2015 and principles for the appointment of the Nomination Committee in Nordax Group AB (publ) were adopted (information about these principles have been set out under the heading Nomination Committee).
General corporate information
Nordax Group AB (publ) is the parent company of the Nordax Group. Nordax Group AB (publ) holds 100 % of the shares in Nelson Luxco S.à r.l. Nelson Luxco S.à r.l is the prior parent company of the Nordax Group and the intention is to put Nelson Luxco S.à r.l, into liquidation. Nelson Luxco S.à r.l holds 100 % of the shares in Nordax Group Holding AB and Nordax Group Holding AB holds 100 % of the shares in Nordax Holding AB. Nordax Holding AB holds 100 % of the shares in Nordax Bank AB (publ) which is the operating company within the Nordax Group. Nordax Bank AB (publ) is licensed to conduct banking business according to the Swedish Banking and Financing Business Act (Sw. lagen (2004:297) om bank- och finansieringsrörelse) and is under the supervision of the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
Nordax Group was delisted from Nasdaq Stockholm on the 24th of April 2018. After the expiry of a compulsory redemption of certain remaining shares following the recommended mandatory cash offer to the shareholders in Nordax Group, NDX Intressenter now controls 100 per cent of the shares in Nordax Group. NDX Intressenter is controlled by Nordic Capital and Sampo. For more information, please refer to www.ndxintressenter.com.
Nordax's remuneration principles are set out in Nordax's remuneration policy, which has been drawn up based on the Swedish Banking and Financing Business Act (SFS 2004:297) and the Swedish Financial Supervisory Authority's regulations (FFFS 2011:1).
In order to attract and retain excellent personnel, Nordax’s remuneration and other benefits shall be market-based and competitive. All forms of remuneration and benefits must promote Nordax’s long-term interests and discourage excessive risk-taking.
Nordax’s employees are entitled to a fixed salary, pension benefits and other benefits. The fixed remuneration is determined on an individual basis based on the employee's performance, experience and responsibilities.
Each year, Nordax carries out a risk analysis to assess the risks associated with Nordax’s remuneration policy and remuneration system. Based on this analysis, employees whose duties have a material impact on Nordax’s risk profile are identified. Nordax’s Board of Directors decides upon the remuneration to be paid to executives and to any employees who have overall responsibility of a control function. For these purposes, the Board of Directors has instructed the Remuneration Committee to prepare relevant resolutions.
Each year, a control function carries out a review as to whether Nordax’s remuneration system is in compliance with the remuneration policy and reports on its review no later than at the time the annual report is adopted. For additional information about remuneration please see reports below
REMUNERATION REPORT 2019 (in swedish)
Remuneration Report 2018 (in swedish)
Corporate Governance Reports
Below you can find Nordax Corporate Governance Reports and Auditors Reports which were part of Nordax Annual Reports 2015-2019.