Board activities

Board responsibilities

Nordnet’s Board holds overall responsibility for the organization and management of the company and for ensuring that the guidelines for the management of the company’s funds are structured appropriately. The Board is also responsible for developing and monitoring the company’s strategies by means of plans and targets, decisions on acquisitions and divestments of companies, major investments, recruitments and remuneration to senior executives as well as regular monitoring of operations over the year. The Board also establishes business plans and annual accounts and monitors the work of the CEO.

Chairman of the Board

The Chairman manages the work of the Board to ensure that this is carried out in accordance with laws and regulations. The Chairman monitors the operations in consultation with the CEO and is responsible for ensuring that other Board members receive the information they need to maintain high levels of quality in discussions and decisions. The Chairman also takes part in evaluation and development issues concerning the senior executives of the Group.

Composition of the Board

At the 2012 Annual General Meeting it was resolved that the Board would consist of eight regular members and no deputies. The CEO is not a member of the Board but attends Board meetings and presents reports to it. The company’s General Counsel usually acts as the secretary at the Board meetings. Where necessary, other company officials also present reports.

The Board's procedures

The Board’s work procedure is adopted annually at the Board meeting following election. The Board’s work procedure is reviewed when required. The Board’s work procedure includes the Board’s responsibilities and duties, the duties of the Chairman and audit issues and states which reports and financial information should be received by the Board prior to each ordinary Board meeting. The work also includes instructions for the CEO. The work also prescribes that a remuneration committee, an audit committee and a risk and compliance committee should be appointed, plus their duties. The latest applicable work procedures were set on 26 April 2012.

Evaluation of the work of the Board

The Board’s work procedure also states that an annual evaluation of the work of the Board should take place by means of a systematic and structured process. For 2011, the Chairman has ensured that the work of the Board has been evaluated and that the Chairman of the election committee, lawyer Fred Wennerholm, has been notified of the results of the evaluation prior to the nomination work of the election committee for the 2012 Annual General Meeting.

Board control over financial reporting

The Board monitors the quality of financial reporting in a number of ways. One method is by issuing instructions to the CEO. According to these instructions, the CEO is responsible for reviewing and ensuring the quality of all financial reporting, and for ensuring that the Board in general receives the reports required in order for it to assess the Group’s financial position continually.

The internal reporting and control system is based on annual financial planning, monthly reports and daily checks of business-related key figures. The CEO is also responsible for other financial information, such as ensuring that press releases and presentation materials are correct and of good quality. The CEO’s instructions state the issues on which the CEO is permitted to exercise his authority to represent the company only after authorization or approval by the Board.

The Group’s risk functions, the independent reviewer and the compliance officer check the financial reports and monitor internal and external regulations and risk limits. The tasks performed by the audit committee ensure that the financial reports maintain a high standard. The Board follows up and assesses this quality assurance by receiving monthly reports on the company’s earnings trend, credit and risk exposure and relevant sector data and by addressing the Group’s financial situation at each Board meeting.

In 2011, all interim reports were subject to a review by the company’s auditors. The Group’s auditors report their findings from the audit to the entire Board each year, partly in connection with their on-going review over the year and partly in connection with the compilation of the annual accounts. In addition, the Board meets the company’s auditors at least once a year – without the presence of the executive management team – to learn about the focus and scope of the audit, and to discuss coordination between the external and internal audits and views of the company’s risks. The auditor gives a presentation and receives viewpoints from the Board regarding the focus and scope of the audit.