Nordea Bank Abp
Stock exchange release - Other information disclosed according to the rules of
the Exchange
5 February 2026 at 15.00 EET
The Shareholders' Nomination Board of Nordea Bank Abp announces today its
proposals to Nordea's Annual General Meeting (AGM) to be held on 24 March 2026.
Simon Cooper is proposed as a new member of the Board of Directors.
The proposal of the Shareholders' Nomination Board for the Board of Directors to
be elected by the 2026 AGM comprises ten members. The proposal includes the re
-election of Sir Stephen Hester, Petra van Hoeken, Risto Murto, Lars Rohde, Lene
Skole, Per Strömberg, Jonas Synnergren, Arja Talma and Kjersti Wiklund as
members of the Board of Directors and the election of Simon Cooper as a new
member of the Board of Directors. The Nomination Board proposes that Sir Stephen
Hester continues as the Chair of the Board. John Maltby is not available for re
-election.
Simon Cooper (59) has extensive experience within banking and financial markets
as a member of the executive management in HSBC and Standard Chartered. He has a
profound understanding of banks' risk management including credit, market,
operational, sustainability, data and cyber risks. Simon Cooper also has wide
experience of sustainable finance and digital transformation.
Chair of the Shareholders' Nomination Board, Niko Pakalén, says: “I am excited
to present the Nomination Board's proposals to the shareholders including the
new Board member, Simon Cooper. In evaluating the optimal Board composition, the
Nomination Board looks for a broad range of qualities, expertise and
competencies, and recognises the importance of diversity, including age, gender,
geographical provenance and educational and professional background, as a factor
to take into consideration. The proposed Board reflects the business, market and
development stage of Nordea. Simon Cooper brings valuable experience from his
executive management roles in the financial industry and adds to the Board's
strong competencies in risk management and in areas of sustainable finance and
digitalisation. I would like to extend the Nomination Board's appreciation to
John Maltby and wish to thank him for his commitment and meaningful contribution
throughout his service on the Board.”
The Nomination Board has sought to ensure that the proposed Board of Directors
as a whole has the best possible competencies, expertise and experience for
Nordea. Further, the Nomination Board has taken into account the regulatory
requirements and recommendations applicable to credit institutions and as set
out in the Finnish Corporate Governance Code for listed companies. Taking into
account the high demands placed on the collective experience and competence of
the Board of Directors by the nature, scale and complexity of Nordea's business,
it is the collective opinion of the Nomination Board and Nordea Bank Abp that
the proposed Board of Directors and its members are suitable for the assignment
both collectively and individually and that Sir Stephen Hester is suitable for
the position as Chair of the Board of Directors.
After a thorough assessment, the Nomination Board proposes that the remuneration
for the various Board member roles is increased approximately 3%, and with
moderately higher baseline adjustments for the Board Chair and Committee roles.
No changes are proposed to the Board meeting fees. The Nomination Board
considers that the proposal is balanced and in line with market practice in the
industry and especially Nordea's European peer group. Based on external support
and extensive benchmarking against Nordea's European industry peers and taking
into account the requirements and expectations of the Board Chair and
specialised Committee roles in the highly regulated banking industry operating
in a complex and shifting market environment as well as an increasing workload,
the Nomination Board considers it is exceedingly important that Nordea continues
to remain an attractive option for highly competent Board members.
Simon Cooper proposed as a new member of the Board of Directors
The Shareholders' Nomination Board proposes for a period until the end of the
next AGM:
· that the number of members of the Board of Directors to be elected by the
AGM is set at ten (10);
· the re-election of Sir Stephen Hester, Petra van Hoeken, Risto Murto, Lars
Rohde, Lene Skole, Per Strömberg, Jonas Synnergren, Arja Talma and Kjersti
Wiklund as members of the Board of Directors; and
· the election of Simon Cooper as a new member of the Board of Directors;
so that each proposed member of the Board of Directors is considered separately
in an election; and
· the re-election of Sir Stephen Hester as Chair of the Board of Directors.
However, should any number of the candidates proposed by the Shareholders'
Nomination Board for any reason not be available for election to the Board of
Directors, the proposed number of Board members shall be decreased accordingly,
and the remaining available candidates are proposed to be elected in accordance
with the proposal by the Shareholders' Nomination Board.
All proposed Board members have given their consent to being elected as members
of the Board of Directors and Sir Stephen Hester has given his consent to being
elected as Chair of the Board of Directors.
Relevant authority approval for the proposed new Board member is pending.
In addition to the above proposed Board members, the Board of Directors has
three ordinary members and one deputy member elected by the employees of the
Nordea Group.
It is the collective opinion of the Shareholders' Nomination Board and Nordea
Bank Abp that the proposed Board of Directors and its members are suitable for
the assignment both collectively and individually and that Sir Stephen Hester is
suitable for the position as Chair of the Board of Directors.
The biographical details of the current Board members are available at
www.nordea.com/en/about-us/corporate-governance/board-of-directors.
The CV of the proposed new member of the Board of Directors will be made
available today at www.nordea.com/agm.
All proposed Board members are, in accordance with the Finnish Corporate
Governance Code, independent of Nordea's significant shareholders and, excluding
Board members elected by the employees, also considered independent of the
company. The ordinary members and the deputy member of the Board of Directors
elected by the employees are employed by the Nordea Group and, therefore, they
are not independent of the company.
Remuneration to the members of the Board of Directors
The Shareholders' Nomination Board proposes to the AGM that the following
remuneration is paid to the members of the Board of Directors elected by the
AGM: A meeting fee of EUR 1,000 will be paid for each Board meeting and a
meeting fee of EUR 500 will be paid for each Board Committee meeting and any
meeting in subcommittees established by the Board; members of the Board of
Directors (excluding Chair and Vice Chair), an annual general fee of EUR 115,500
(112,000); Board Audit Committee, Board Risk Committee and Board Operations and
Sustainability Committee members, an additional annual fee of EUR 40,000
(35,500); Board Remuneration and People Committee members, an additional annual
fee of EUR 35,000 (31,000); Board Audit Committee, Board Risk Committee and
Board Operations and Sustainability Committee chairs, an additional annual fee
of EUR 81,500 (71,500); Board Remuneration and People Committee Chair, an
additional annual fee of EUR 62,000 (54,500); Vice Chair, an annual fee of EUR
190,000 (180,000); and Board Chair, an annual fee of EUR 440,000 (400,000).
No additional remuneration for their role as members of the Board is paid to
members of the Board of Directors employed by the Nordea Group.
In addition, Nordea covers or reimburses the members of the Board of Directors
all costs and expenses related to or arising from the Board membership,
including travel, logistics and accommodation as well as consultative, legal and
administrative costs. The legal costs can e.g. include required costs of legal
defence and claims made (during and after their period of office) against Board
members in cases where Board members are not found liable or guilty of any
intentional wrongdoing or grossly negligent behaviour.
Composition of the Shareholders' Nomination Board
The members of the Nomination Board constituted in 2025 are Niko Pakalén,
Partner, Cevian Capital, Lars Ingemann Nielsen, Executive Vice President and
CFO, Nordea-fonden, Daniel Kristiansson, Governance and Stewardship Specialist,
Alecta, Timo Sallinen, Director, Head of Listed Securities, Varma Mutual Pension
Insurance Company, and Sir Stephen Hester, Chair of the Board of Directors of
Nordea Bank Abp. The Shareholders' Nomination Board is constituted yearly on the
basis of the shareholdings on 30 April of the year preceding the AGM. The
mandate is valid until a new Nomination Board has been constituted.
The proposals of the Shareholders' Nomination Board to the AGM will be included
in the notice to the AGM to be published later in February 2026. Thereafter, the
proposals will be made available at www.nordea.com/agm.
Shareholders' Nomination Board contact:
Chair Niko Pakalén, +46 8 545 675 50
For any other information relating to Nordea:
Media inquiries, +358 10 416 8023 or press@nordea.com
The information provided in this stock exchange release was submitted for
publication, through the agency of the contacts set out above, at 15.00 EET on 5
February 2026.
Nordea is a leading Nordic financial services group and the preferred choice for
millions of customers across the region. For more than 200 years, we have
proudly served as a trusted financial partner for individuals, families and
businesses - enabling dreams and aspirations for a greater good. Our vision is
to be the best-performing financial services group in the Nordics, accelerating
through our scale, people and technology. The Nordea share is listed on the
Nasdaq Helsinki, Nasdaq Copenhagen and Nasdaq Stockholm exchanges.