Executive committee
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Board of Directors
The Board of Directors of Aktia Bank Plc oversees that the Aktia Group is managed efficiently and follows prudent business principles in accordance with the provisions of applicable laws, and the bank's Articles of Association. The Board of Directors approves the bank's business strategy, strategic objectives, risk strategy and systems for management and governance as well as monitors and oversees them. The Board of Directors also appoints Aktia Bank Plc's Managing Director.
Election of the Board of Directors and Principles concerning diversity of Board of Directors
The members of the Board of Directors are appointed for a period reaching from the General Meeting to the next General Meeting. Appointments are prepared by a Shareholders' Nomination Board comprising representatives of the five largest shareholders.
The Board of Directors shall be composed in a way that takes the company's business operations, development stage and other circumstances into consideration; diversity and broad range are key in respect of the members' fields of expertise, experience and background in general as well as their regional distribution and language background, and an equal distribution according to sex shall be pursued. The Board of Directors shall be experienced in banking business and risk management related to it. The expertise and experience of the Board of Directors is evaluated collectively. The preparation of nominations to the Board of Directors is based on an overall evaluation of the Board of Director's profile of expertise. The suitability and trustworthiness of members of the Board of Directors is evaluated before they are nominated and later on a regular basis. The objective is, at all times, to ensure the competence and diversity of the Board of Directors required by a sound corporate culture, to preserve shareholder value through effective monitoring of business operations, and to increase shareholder value with insight and strategic thinking.
In order to ensure that members of the Board of Directors have enough time for the position, the Board member's main position, number of boards the person is on and other positions are monitored before the person is nominated and later on a regular basis.
New board members are introduced in their tasks with an introduction programme comprising Aktia Group's business operations, risk management and other systems for management and governance.
The Board of Directors consists of 7 members. The company's Principles concerning diversity of Board of Directors have been taken into account in the composition of the Board of Directors. The share of female board members is 43 per cent.
Apart from assignments given by the Board of Directors to its members in individual cases, Board members do not have individual duties related to the governance of the Group. The Board has set up three separate committees to deal with matters concerning risk management, auditing as well as remuneration and Corporate Governance. The rules of procedure adopted by the Board of Directors define, in greater detail, the general duties of the Board and its committees, meeting procedures, meeting minutes, ordinary meeting business, preparation and presentation of matters to be dealt with at Board meetings and procedures for operative management reports to the Board of Directors.
The work of the Board of Directors is evaluated regularly.
The Board of Directors' Committees
According to the rules of procedure adopted by the Board of Directors, the Board in itself elects and relieves a risk committee, an audit committee and a remuneration and corporate governance committee to decide on certain predefined matters and to draw up issues to be resolved upon by the Board of Directors.
Risk committee
Within the framework established by the Board of Directors, the risk committee can make independent decisions on risk-taking and risk management issues. In addition, the committee lays down measurement, limit and reporting structures for risk issues, oversees the capital management process and lays down methods for calculating economic capital, plus addresses reporting on risk issues, and draws up risk-related matters for the Board of Directors to pass decision on. The Audit Committee makes decisions about routines and procedures for compliance and participates in the Compliance unit's reports.
Members of the risk committee are
- Maria Jerhamre Engström (Chairman)
- Joakim Frimodig
- Harri Lauslahti
Audit committee
The audit committee draws up matters to be decided upon by the Board on preliminary information on Financial Statements, Final Accounts and Interim Reports. The committee determines the principles for internal auditing and sets down the Group's internal audit schedule and adopts routines and procedures for compliance with statutory requirements. The Committee receives reports from external auditors and the internal audit, and monitors the internal reporting in general. The audit committee assesses the independence of the auditor or firm of auditors and, in particular, the provision of accessory services.
Members of the audit committee are
- Sari Somerkallio (Chairman)
- Hanne Katrama
- Matts Rosenberg
Remuneration and corporate governance committee
The remuneration and corporate governance committee prepares and puts forward proposals to be decided upon by the Board concerning guidelines for the remuneration and incentive schemes of executives, and approval of the Managing Director's most important external engagements. The committee prepares and takes initiatives in matters relating to the development of the Group's administration and control system. Further, the committee is responsible for regular assessment of the Board of Directors' work and of the methods for selection of executive management members.
Members of the remuneration and corporate governance committee are
- Carl Haglund (Chairman)
- Joakim Frimodig
- Matts Rosenberg