Group of people working together in a conference room

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.

Each quarter, the Board of Directors considers the company’s interim reports and decides upon their adoption and publication. 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 serves on the Board of Directors, 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 Board of Directors' independence

Name Position In relation to the Company and its management In relationship to major owner
Arne Bernroth Chairman Yes Yes
Christian Beck Non-executive Director Yes Yes
Katarina Bonde Non-executive Director Yes Yes
Morten Falch Executive Director No Yes
Andrew Rich Non-executive Director Yes Yes
Jenny Rosberg Non-executive Director Yes Yes
Synnöve Trygg Non-executive Director Yes Yes

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.  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:

Arne Bernroth

Nordax Board of directors Arne Bernroth

Arne Bernroth

Chairman

Chairman of  Remuneration Committee and Member of Remuneration and Risk Committee

Born 1947
Appointed Non-Executive Director 2010. Appointed Chairman in October 2015
Education: B.A. in economics, Lund University

Previous experience: Senior management positions in Nordea and Skandia

Other assignments: Chairman Aquilles Invest AB and Emra gruppen AB with subsidiaries. Member of the Board of Directors of Biolin Scientific Holding AB, elcecat AB and Motala Verkstad Group AB. Member of the Advisory Board of Axcel Investment Management. CEO of elcecat AB

Own and related parties' holdings at 31 December 2016: 135,639 shares

Independent in relation to the company, its management and the major shareholders.

Christian Beck

Nordax Board of directors Christian Beck

Christian Beck

Non-Executive Director 

Member of Remuneration Committee

Born 1958
Appointed 2004
Education: Master of Laws and Advanced Studies in Political Economics, Oslo University

Previous expererience: Multiple Board Assignments, including as Chairman of the Board of Directors of Espresso House Sweden AB and Banqsoft AS

Other assignments: Chairman of the Board of Directors of Arcasa Arkitekter AS,  Cant Invest AS, Case Holding AS, Eneas-gruppen and Design og Interior AS. Member of the Board of Directors of Blår AB and theof the Advisory Board of Palamon Capital Partners.                                          

Own and related parties' holdings as of 31 December 2016: 1,025,899 shares

Independent in relation to the company, its management and the major shareholders.

                                                                                                                                                                                

Katarina Bonde

Nordax Board of directors Katarina Bonde

Katarina Bonde

Non-Executive Director 

Chairman of Risk Committee

Born 1958
Appointed 2015
Education: MSc Physics and Mathematics, Royal Institute of Technology, Stockholm

Previous experience: Senior management positions within the IT industry

Other assignments: Chairman of Propellerhead Software AB. Member of the Board of Directors of Aptilo Holding AB, Avega Group AB, Fingerprint Cards AB, Image Systems AB, Jarl Securities AB, Mycronic AB (publ), Micro Systemation AB and the Sixth AP Fund (Sw. Sjätte AP-fonden).  

Own and related parties' holdings as of 31 December 2016: 1,500 shares      

Independent in relation to the company, its management and the major shareholders.

                                                                                                                        

Morten Falch

Nordax Board of directors Morten Falch

Morten Falch

CEO and Executive Director

Born 1967
Appointed 2004
Education: BSc (Hons) in Business Administration, University of Bath

Previous experience: Co-founder of Nordax, senior management positions in GE Capital, Citigroup and AVCO/The Associates

Own and related parties' holdings as of 31 December 2016: 2,697,738 shares

Dependent in relation to the company and its management. Independent in relation to the major shareholders.

Andrew Rich

Nordax Board of directors Andrew Rich

Andrew Rich

Non-Executive Director 

Member of Audit Committee

Born 1974
Appointed 2010
Education: M.A. (Hons) in History of Art, University of Edinburgh

Previous experience: Partner of Vision Capital LLP, Multiple Board Assignments inter alia Systemhaus AG and JDR Enterprises Ltd.

Other assignments: Head of Group M&A at Jardine Lloyd Thompson Group plc. (JLT). Member of the Institute of Chartered Accountants in England and Wales.

Own and related parties' holdings as of December 31, 2016: -

Independent in relation to the company, its management and the major shareholders.

Jenny Rosberg

Jenny Rosberg

Non-Executive Director 

Chairman of Audit Committee

Member of Risk Committee

Born 1966
Appointed Non-Executive Director 2016.
Education: Executive MBA, Stockholm School of Economics

Previous experience: Senior management positions in Nasdaq, Kreab Gavin Anderson, Erik Penser Bankaktiebolag, Skandia, Nordiska Holdingg/Fondkommission and Pronator.

Other assignments: CEO of ROPA Management AB, Member of the Board and Audit Committee of NetEnt AB (publ),

Own and related parties' holdings as of 31 December 2016: 10,000 shares 

Independent in relation to the company, its management and the major shareholders.

Synnöve Trygg

Nordax Board of directors Synnöve Trygg

Synnöve Trygg

Non-Executive Director

Member of Remuneration Committee

Born 1959
Appointed 2015
Education: B.A. in Business Administration, Stockholm University

Previous experience: CEO SEB Kort

Other assignments: Member of the Boards of Directors of Intrum Justitia AB, Landshypotek Bank AB, Valitor HF, Volvofinans Bank AB and Wrapp AB.

Own and related parties' holdings as of 31 December 2016: 2.000 shares 

Independent in relation to the company, its management and the major shareholders.

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 committee and the risk committee.

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Remuneration 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.

Members of the Remuneration Committee are: Arne Bernroth (Chairman), Christian Beck and Synnöve Trygg

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.

Members of the Audit Committee are: Jenny Rosberg (Chairman), Arne Bernroth and Andrew Rich.

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.

Members of the Risk Committee are: Katarina Bonde (Chairman), Arne Bernroth and Jenny Rosberg.

Auditor

At the shareholders’ meeting in 2016, Öhrlings PriceWaterhouseCoopers AB was appointed as auditor for the period until the end of the annual general meeting 2017. Helena Kaiser de Carolis is the Auditor-in-Charge. Helena Kaiser de Carolis, born 1971, is a Chartered Accountant.


Öhrlings PriceWaterhouseCoopers

SE-113 97 Stockholm

Phone +46 10 212 4000

Nomination Committee

Nordax’s nomination committee prepares proposals for chairman of the meeting, election of members of the Board of Directors, Chairman of the Board of Directors and auditors, as well as fees to the board members and auditors to be presented to the Annual General Meeting.

According to the principles for the appointment of the Nomination Committee, the three largest shareholders, based on voting rights, who wish to participate in the committee has the right to appoint one member of the Nomination Committee. The member representing the largest shareholder shall be appointed Chairman of the Nomination Committee.

The following three representatives of shareholders' of Nordax Group compose the Nomination Committee:

  • Hans Hedström, representing Carnegie Fonder (Chairman)
  • Hans Ek, representing SEB Investment Management
  • Malin Björkmo, representing Handelsbanken Fonder

Shareholders who wish to submit proposals to the nomination committee for the 2017 Annual General Meeting can do so by e-mailing ir@nordax.se or by mailing to Nordax Group, Att: Nomination Committee, Box 23124, SE-104 35 Stockholm by 13 January 2017 at the latest. 

Nomination Committees proposal to election of Board of Directors to the AGM 2017



Senior Management Team

Nordax management team consists of people with extensive experience in our field . Several of the management group co-founded the company, which contributes to a genuine commitment 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.

Here you can find information about the members:

Morten Falch

CEO and Executive Director

Born 1967
Co-founder of Nordax
In current position since 2004
Education: B.Sc. Honours degree in Business Administration, University of Bath

Jacob Lundblad

COO / Deputy CEO

Born 1978
Employed 2004
In current position since 2009
Education: Degree of Master in Business Administration, Degree of Bachelor of Business Law, School of Economics and Management, Lund University

Christine Ahlm

Credit Risk Manager

Born 1967
Employed 2004
In current position since: 2004 
Education: Master of Science in Business and Economics, Stockholm University

Johanna Clason

Treasurer

Born 1965
Employed 2011
In current position since 2011
Education: B.Sc. in Economics and Business Administration, Stockholm School of Economics

Andreas Frid

 

Head of Investor Relations

Born 1977

Employed 2016
In current position since 2016

Education: Degree of Master in Business Admininstration, Lund University 

Olof Mankert

 

Chief Risk Officer

Born 1979

Employed 2008-2012 and 2013-2016

In current position since 2016

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

Kristina Nordlind

Chief Legal Counsel

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

Shareholders' Meetings

The 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.

The Annual General Meeting 2017 will be held Thursday 27 April, 2017 in Stockholm. Shareholders who would like to add a matter to the agenda at the Annual General Meeting must submit such request in written via e-mail to ir@nordax.se or via ordinary mail to Nordax Group AB (publ), Att: Board of Directors, P.O. Box 23124, 104 35 Stockholm no later than 9 March 2017.

Notice and Proxy

Notification of Participation at the Annual General Meeting 2017

Notice to Annual General Meeting 2017 including proposal on agenda

Proxy form

Documents 2017

Item 2, 12, 13 and 14 The Nomination Committee´s proposals on the Board of Directors and auditor including justification

Information on proposed Board Members

Information on proposed auditors

Item 10 - The Board of Director´s proposal on allocation of profits

 Item 15 - The Board of Director´s proposal on guidelines for remuneration for the CEO and Management Team

Evaluation of programs for variable remuneration pursuant to the Swedish Corporate Governance Code

Auditor´s statement regarding guidelines for remuneration for the CEO and Management Team

Item 16 - The Board of Director´s proposal regarding long-term incentive programme

 Item 17 - The Board of Director´s proposal to resolve on acquisition and transfer of own shares

Item 18 - The Board of Director´s proposal regarding amendments to the articles of association

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 largest shareholders as of 28 February 2017* Ownership
Carnegie Fonder 9.6
Swedbank Robur Fonder 9.5
SEB Fonder 9.5
Lannebo Fonder 6.7
JP Morgan Asset Management 5.5
Investment AB Öresund 5.3
Handelsbanken Fonder 5.0
Vanguard 3.0
Allianz Global Investors 3.0
Morten Falch 2.4
TIAA-Teachers Advisors 2.2
Per Bodlund 1.7
Mats Lagerqvist 1.7
Olle Nordlöf 1.7
Didner & Gerge fonder 1.3
Source: Holdings of Modular Finance AB. Compiled and processed data from various sources, including Euroclear, Morningstar and the Swedish Financial Supervisory Authority  

* The verification date may vary for foreign shareholders.

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 bonus 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

REMUNERATION REPORT 2016

Remuneration report 2015

Renumeration Report 2014 

Articles of Association

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

Nordax Group AB’s Articles of Association

Dividend policy and dividend

The Board of Directors has adopted a dividend policy according to which Nordax aims to maintain a payout ratio of approximately 40 percent of profit for the year. The dividend target is based on current regulatory capital requirements, and any future changes regarding regulatory capital requirements could affect Nordax’s dividend target. The declaration of dividends by Swedish companies is decided upon by the general meeting of shareholders.

Corporate Governance Reports

Below you can find Nordax Corporate Governance Reports which were part of Nordax Annual Reports 2015 and 2016.

Nordax corporate Governance Report 2016

NORDAX CORPORATE GOVERNANCE REPORT 2015