Corporate Governance

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.

Articles of Association-Nordax Bank AB

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.

Shareholders

Ownership structure

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.

Board of Directors

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 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.


Board of Directors

Group Management

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.

Auditor

Appointed auditor

Deloitte AB are appointed auditor since 2018. Malin Lüning, born 1980, is the Auditor-in-Charge and is a Chartered Accountant.

Deloitte AB
Rehnsgatan 11
SE-113 79 Stockholm
Phone +46 75 246 20 00

Remuneration

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).

Remuneration Report 2020

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.