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Corporate Governance

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.

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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 directors who was elected on the Extraordinary General Meeting on May 2 2018 :

Hans-Ole Jochumsen

Hans-Ole Jochumsen

Chairman

Born 1947
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: Hans-Ole is a Senior Advisor in the company Alkymi.io, a New-York based FinTech start-up and a board member in Nykredit A/S.

Christopher Ekdahl

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 assignments: Director in NC Advisory AB, adviser to Nordic Capital Funds. Christopher Ekdahl is also a board member of Nordnet AB, Nordnet Bank AB and NDX Intressenter.

Heikki Kapanen

Heikki Kapanen

Non-Executive Director 

Appointed 2018
Education: LL.M., University of Helsinki. Executive Management Program, Stanford Graduate School of Business

Previous experience: Chairman of the Board in Nets Sweden AB and Nets Finland AB, as well as CEO of Nets Branch in Finland.

Other assignments: Board member of Jatkuvuuskonsultointi Oy, Crown Cro Oy and NDX Intressenter. 

Henrik Källén

Henrik Källén

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 assignments: CEO and board member of CHK Konsult AB and board member of Zensum AB adn Uniflex.

Christian Frick

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 assignments: Partner of NC Advisory AB, adviser to the Nordic Capital Funds. Board member of Resurs Holding AB (publ), Resurs Bank Aktiebolag, Nordnet AB, Nordnet Bank AB and Chairman of the Board of NDX Intressenter.

Ville Talasmäki

Ville Talasmäki

Non-Executive Director 

Appointed 2018

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. Board member of NDX Intressenter.

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.

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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.

 

Audit Committee

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.

Risk Committee

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.

Auditor

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.


Deloitte AB

Rehnsgatan 11

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.

Jacob Lundblad

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

Per Alinder

 

 

Head of Marketing

Born 1985

Employed 2006

In current position since:  2014

Education: Bachelor Degree in Business Administration at Stockholm University

Rickard Blomberg

Head of Credit Risk and Analytics

Born: 1976

Employed: 2018

In current position since:  2018

Education: Bachelor of Science in Economics, Södertörn University 

Malin Frick

 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.

Niklas Hjelmsäter

Interim CFO

Born 1972

Employed 2018

In current position since 2018

Education: Bachelor of Business Administration, Hogeschool voor Economie en Management, Utrecht, Netherlands

Maria Jerhamre Engström

 

Temp CIO

Born 1969

Employed 2018

In current position since 2018

Education: Executive MBA Stockholm School of Economics, studies in Law and Psychology, Lund University

Malin Jönsson

 

Chief Operating Officer

Born 1971

Employed 2016

In current position since: 2016 

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

Patrick MacArthur

Head of Business Development and Strategy

Born 1980

Employed 2017

In current position since 2017

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

Olof Mankert

 

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

Kristina Tham Nordlind

Chief Legal Counsel

Born 1972
Employed 2007
In current position since 2007
Education: Master of Laws (LL.M), Stockholm University

Shareholders' Meetings

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.

Annual General Meeting 2018

Annual General Meeting 2018

The Annual General Meeting 2018 was held on Friday 29 June 2018 at 09.00 (CET) at Advokatfirman Cederquist´s premises, Hovslagargatan 3, Stockholm.

Notice to the Annual General Meeting 29 June 2018

Proxy form Nordax Group

Extraordinary general meeting 2018

A extraordinary general meeting was held on 2 May 2018 where the new Board of Directors, who is presented above, was elected.

Notice of extraordinary general meeting 2018

Pressrelease 180502 new Board of Directors Nordax Group

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).

Shareholders

Nordax Group was delisted from Nasdaq Stockholm on the 24th of April 2018. NDX Intressenter AB controls approximately 99 per cent of the shares of the company. NDX Intressenter has started a compulsory redemption process of the remaining shares controlled by minority shareholders. Questions regarding the process should be addressed to the trustee Magnus Ramberg magnus.ramberg@lindahl.se or his colleague Viktor Wihlstrand, viktor.wihlstrand@lindahl.se. NDX Intressenter is controlled by Nordic Capital and Sampo, for more information see www.ndxintressenter.com.

Remuneration

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.

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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.

The Board of Directors annually submits a proposal for a management incentive program for the CEO and Management Team and a proposal regarding guidelines for remuneration for the CEO and Management Team which shall be determined by the AGM in accordance with the Companies Act.. The variable remuneration is linked to Nordax’s financial results and individual performance, which is based on predetermined performance targets. The variable remuneration paid to an employee may not exceed the fixed remuneration. The Board of Directors may at any time set the variable remuneration at zero. Nordax’s incentive program may not limit the capacity to maintain a sufficient capital base or, where necessary, strengthen the capital base.

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

Nordax Remuneration Report 2017

REMUNERATION REPORT 2016

Remuneration report 2015

Renumeration Report 2014 

Articles of Association

Here you can find Nordax Group AB's Articles of Association:

NORDAX GROUP AB'S ARTICLES OF ASSOCIATION

Corporate Governance Reports