Articles of Association
The Articles of Association are adopted by the Annual General Meeting and specify, among other things, the company's business operations, size of the share capital, voting rights and the number of Board members.
There are no provisions in the Articles of Association that regulate the appointment or dismissal of Board members, with the exception of a provision on the minimum and maximum number of Board members.
For amendments to the Articles of Association, a notice convening an Extraordinary General Meeting where the matter of amendments to the Articles of Association is to be considered shall be issued no earlier than six weeks and no later than four weeks before the Meeting.
The current Articles of Association of Nordax were adopted at the Extraordinary General Meeting on March 16, 2018.
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, the discharge of liability for the Board of Directors and the election of Board members and Auditor.
Nordax is a wholly owned subsidiary of Nordax Group AB (publ), which in turn is a wholly owned subsidiary of Nordax Holding AB (formerly NDX Intressenter AB). Nordax Holding AB is controlled by Nordic Capital Fund VIII and Sampo plc.
Sound internal governance and control
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 is also responsible for ensuring that Nordax conducts its business in an ethically responsible and professional manner, that conflicts of interests are identified and managed adequately and appropriately and that Nordax maintains a sound risk culture and that its business is characterised by sound internal governance and control.
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 adopted by the Board.
The Chairman shall ensure that the meetings of the Board of Directors are held according to the Rules of Procedure and that the members of the Board of Directors receive adequate information and basis of decisions for their work.
The Chairman shall organise and direct the work of the Board of Directors and monitor the duties carried out by the Board of Directors and the CEO. The Chairman shall verify that the resolutions by the Board of Directors are implemented.
The Board's Committees
To support the Board of Directors within certain specific areas, the Board of Directors has established two committees, which prepare and evaluate issues to be decided upon by the Board of Directors within the scope of each committee's specific area. The committees are: the Audit and Risk Committee and the Remuneration Committee.
AUDIT AND RISK COMMITTEE
The main responsibilities of the Audit and Risk 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; that Nordax has adequate internal control and formalized routines to ensure compliance with approved policies and processes for internal governance and control and financial reporting; in identifying and defining risks within Nordax's business and ensuring that risk taking is measured and controlled; supporting the Board of Directors on matters relating to Nordax's current and future risk appetite and risk strategy; and assisting the Board of Directors in reviewing risk management policies and practices and monitoring the Management's implementation of the risk strategy.
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.
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 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 MM Holding AB. Chairman of Kreditz 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, MFEX, MFEX Mutual Funds Exchange AB and MM Holding AB.
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, Nordnet Bank AB and Stabelo Group AB.
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 and MM Holding AB. Industrial advisor through his own company CHK Konsult AB.
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 Skadeförsäkring Holding AB. In the If P&C group since 1999.
Other assignments: Chief of Strategy/Group Executive Vice President at Sampo, Sampo Abp filial i Sverige and member of the Sampo Group Executive Committee. Chairman of Topdanmark A/S, Denmark and Hastings Group Holdings Limited, UK and Board member of If P&C Insurance Holding Ltd.
Education: BSc and MSc (Economics and Business Administration), Turku School of Economics and Business Administration, Finland
Previous experience: Client Executive SEB Merchant Banking, Finland and Associate, Citigroup Corporate & Investment Bank, Finland branch.
Other assignments: Head of Allocation and Head of Credit Investments within Sampo Group.
A genuine commitment to the company's mission and future
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.
Jacob Lundblad - CEO
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
Markus Kirsten - Director of Credit Risk and Analytics
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
Malin Frick - Head of HR
Head of HR
In current position since: 2012
Education: Degree of Bachelor of Social Science in Human Resource Management and Development, Linköping University.
Adam Wiman - CIO
In current position since 2019
Education: M.Sc. Enginering physics, Lund University (LTH)
Malin Jönsson - Chief Operating Officer
Chief Operating Officer
In current position since: 2016
Education: Master of Science Business Administration, International Business Program. Linköping University.
Patrick MacArthur - CFO
In current position since 2018
Education: M.Sc. Economics and Business Stockholm School of Economics, Master of Laws Lund University
Olof Mankert - Chief Risk Officer
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
Chief Legal Counsel
In current position since 2007
Education: Master of Laws (LL.M), Stockholm University
Hanna Belander - CMO
In current position since: March 2020
Education: Media and Communication
Deloitte AB are appointed auditor since 2018. Malin Lüning, born 1980, is the Auditor-in-Charge and is a Chartered Accountant.
SE-113 79 Stockholm
Phone +46 75 246 20 00
Attract and retain excellent personnel
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.
The Board of Directors of Nordax have, in accordance with established requirements, adopted a remuneration policy in order to establish a compensation system that promotes Nordax’s long-term interests and prevents excessive risk taking. In order to attract and retain excellent personnel, Nordax’s remuneration and other benefits shall be market-based and competitive.
Nordax’s employees are entitled to fixed remuneration, pension and other benefits. The fixed remuneration is determined on an individual basis considering the employee's performance, experience and responsibilities. Fixed remuneration is reviewed annually.
Nordax is annually conducting a risk analysis in order to assess the risks associated with Nordax’s remuneration policy and remuneration system as well as identify employees whose work has a material impact on Nordax’s risk profile and staff that could affect Nordax’s risk level.
Nordax’s remuneration system is subject to an annual review by a control function, in order to assess whether the remuneration system is compliant with regulatory requirements as well as Nordax’s remuneration policy. The result of the review is reported to the Board no later than at the time the annual report is adopted. For additional information about remuneration please see reports below.
Remuneration resolutions are prepared by the Remuneration Committee and approved by the Board of Directors. Individual remuneration and benefits to the CEO, members of the management team and employees who are responsible for an independent control function are approved by the Board.
Governance, internal control and risk management
In order to achieve a robust governance, internal control and risk management framework, Nordax has adopted the three lines of defence model. The three lines of defence model is the primary means to structure roles, responsibilities and accountabilities for decision-making and risk management.
1st line of defence – day to day risk management and control Nordax
business units and support functions represent the first line of defence. The first line of defence ensures that clear processes and routines are in place in order to identify, assess, control and report risks.
2nd line of defence – functions that oversee risk
The Risk Control function and the Compliance function forms the second line of defence and are independent from the first line of defence. The primary responsibility of the second line of defence are oversight and review of risk management and compliance issues. The functions develop and maintain risk management policies and methodologies, identify and monitor new and emerging risks and enforce the enterprise risk management framework. The second line of defence reports to the CEO, the Management Team and the Board of Directors.
3rd line of defence – independent assurance
The Internal Audit function is the third line of defence and provides fully independent assurance through reviews and controls of both the first and second line. The third line of defence ensures effective Enterprise Risk Management practices and reports to the Board of Directors.
Corporate Governance Reports
Following the link below you will find the Corporate Governance Reports and Auditors Reports which are part of the Annual Reports.