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.

Ownership structure

Nordax Group is a wholly owned subsidiary of Nordax Holding AB (formerly NDX Intressenter AB). Nordax Holding AB is controlled by Nordic Capital Fund IX, Nordic Capial 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.

REMUNERATION COMMITEE

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

Hans-Ole Jochumsen

Chairman

Born 1957
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 on-going principal assignments: Board member of Nykredit A/S and Nykredit Realkredit A/S. Senior Advisor in the company Alkymi.io, member of the Advisory Board of Concordium AG and Industrial Advisor in Airfinity Ltd (UK).

Christian Frick

Non-Executive Director

Appointed 2018

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 on-going principal assignments: Partner in NC Advisory AB, adviser to Nordic Capitals funds. Board member of inter alia Nordnet AB, Nordnet Bank AB and MM Holding AB.

Christopher Ekdahl

Non-Executive Director

Appointed 2018

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 on-going principal assignments:Principal in NC Advisory AB, adviser to the Nordic Capital Funds. Board member of Bank Norwegian ASA and Stabelo Group AB.

Henrik Källén

Non-Executive Director

Appointed 2018

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 on-going principal assignments: Chairman of the board of Zensum AB. Board member of inter alia DPOrganizer AB, MM Holding AB and InsClear AB. Industrial advisor through own company Kallen Advisory AB.

Ricard Wennerklint

Non-Executive Director

Appointed 2020

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 on-going principal assignments: Chief of Strategy/Group Executive Vice President at Sampo plc, Sampo Abp filial i Sverige and member of the Sampo Group Executive Committee. Chairman of the board of Topdanmark A/S, Denmark and Hastings Group Holdings Limited, UK. Board member of If P&C Insurance Holding Ltd and Mandatum Holding Ltd.

Ville Talasmäki

Non-Executive Director

Appointed 2018

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 on-going principal assignments: Chief Investment Officer, Mandatum Asset Management

Daniella Bertlin

Non-Executive Director (elected by the employees)

Appointed 2022

Education: Bachelor of Science in Business Administration from Stockholm University

Previous experience: Positions within Personal Loans Nordax.

Other on-going principal assignments: Payment Administrator Nordax.

Ragnhild Wiborg

Non-Executive Director

Born: 1961

Appointed Non-Executive Director: 2023

Education: Bachelor of Science in Economics, major in International Business, from Stockholm School of Economics and Business Administration

Previous experience: Previous positions include, among others, partner, owner and portfolio manager at Pecunia/Consepio, CIO and portfolio manager at Odin Fund Management, equity sales and analysis at Pareto Securities and Sundal & Collier (now ABG Sundal Collier). Previous board positions include RECSilicon ASA, Gränges AB, Sbanken ASA, Cary Group AB and Borregaard ASA

Other on-going principal assignments: Chairman of the board of Energia AS and board member of Intrum AB, Rana Gruber ASA, Kistefos AS and three Family Offices

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

Jacob L_1.png

CEO

Born 1978

Employed 2004

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

Other on-going principal assignments: Board member of Bank Norwegian ASA. Board member, and CEO of, Nordax Sverige 4 AB (publ), Nordax Nordic 4 AB and Nordax Sverige 5 AB (publ). Chairman of the board of Svensk Hypotekspension AB, Svensk Hypotekspension Fond 2 AB, Svensk Hypotekspension Fond 3 AB (publ), Svensk Hypotekspension Fond 4 AB (publ) and Svensk Hypotekspension 5 AB (publ). Board member of Nordax Sverige AB, Nordax Nordic 2 AB, Nordax Norway 5 AB, and Nordax Norway 6 AB. External CEO of Nordax Group AB and Nordax Holding AB (publ).

Merete Eikeseth Gillund – Branch Manager and Head of Innovation and Strategic Projects Norwegian Branch

Branch Manager and Head of Innovation and Strategic Projects - Norwegian Branch

Born 1969

Employed 2008

In current position since 2023

Education: Master of science in information technology, University of Stavanger

Other on-going principal assignments: None

Hanna Belander - CMO Nordax

CMO Nordax - Head of Marketing & Communication

Born 1977

Employed 2020

In current position since: March 2020

Education: Master’s Degree in Media & Communication, Jönköping University.

Other on-going principal assignments: None

Fredrik Mundal – CMO Norwegian Branch

CMO Norwegian Branch

Born 1976

Employed 2007

In current position since 2022

Education: Bachelor's in business administration and IT, University of Agder

Other on-going principal assignments: None

Patrick MacArthur - CFO

CFO

Born 1980

Employed 2017

In current position since 2018

Education: M.Sc. Economics and Business Stockholm School of Economics, Master of Laws Lund University

Other on-going principal assignments: Chairman of the board of Nordax Sverige AB, Nordax Nordic 4 AB, Nordax Sverige 4 AB (publ), Nordax Nordic 2 AB, Nordax Sverige 5 AB (publ), Nordax Norway 5 and Nordax Norway 6. Board member of Svensk Hypotekspension AB, Svensk Hypotekspension Fond 2 AB, Svensk Hypotekspension Fond 3 AB (publ), Svensk Hypotekspension Fond 4 AB (publ) and Svensk Hypotekspension 5 AB (publ).

Malin Jönsson - COO Nordax

COO Nordax

Born 1971

Employed 2016

In current position since: 2016

Education: Master of Science Business Administration, International Business Program. Linköping University.

Other on-going principal assignments: Board member of Svensk Hypotekspension AB, Svensk Hypotekspension Fond 2 AB, Svensk Hypotekspension Fond 3 AB (publ), Svensk Hypotekspension Fond 4 AB (publ) and Svensk Hypotekspension 5 AB (publ).

Tore Andresen - COO Norwegian Branch

COO Norwegian Branch

Born 1965

Employed 2009

In current position since: 2023

Education: Associate degree in business administration, Norwegian School of Economics 1996.

Other on-going principal assignments: Chairman of the board of Valorem Invest AS and board member of Agera Venture 1 AS

Malin Frick - Head of HR

Head of HR

Born 1986

Employed 2012

In current position since: 2012

Education: Degree of Bachelor of Social Science in Human Resource Management and Development, Linköping University.

Other on-going principal assignments: None

Kristina Tham Nordlind - Chief Legal Counsel

Chief Legal Counsel

Born 1972

Employed 2007

In current position since 2007

Education: Master of Laws (LL.M), Stockholm University

Other on-going principal assignments: None

Markus Kirsten - Director of Credit Risk and Analytics

Director of Credit Risk and Analytics

Born: 1982

Employed: 2019

In current position since: 2019

Education: Master of Computer Science Royal Institute of Technology Stockholm, Indian Institute of Technology Bombay

Other on-going principal assignments: Chairman of the board of Molnify AB. Board member of WhyWaste AB, Nordic Mountain Equity AB, Vunder HoldCo AB, Kirsten Holding AB and Kirsten Development AB.

Adam Wiman - CIO

CIO

Born 1986

Employed 2019

In current position since 2019

Education: M.Sc. Enginering physics, Lund University (LTH)

Other on-going principal assignments: None

Olof Mankert - Chief Risk Officer

Chief Risk Officer (Adjunct member)

Born 1979

Employed 2008-2012 and since 2013

In current position since 2016

Education: Master of Laws (LL.M), Stockholm University

Other on-going principal assignments: None

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

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 2019

Remuneration Report 2020

The remuneration report for 2021 is included in the Risk and Capital Adequacy Report 2021 – (Pillar III).

Bank Norwegian financial reports

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, variable 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 historical Corporate Governance Reports and Auditors Reports which are now part of the Annual Reports.