Since the 2016 AGM the Board consists of thirteen AGM-elected directors, without any deputies, and of two directors and two deputies appointed by the employees. In order for a quorum to exist at a Board meeting, more than half of the directors must be present. The President and Chief Executive Officer is the only AGM-elected director who is also an employee of the Bank. The Nomination Committee has assessed the independence of the directors in relation to the Bank and the Bank’s management and in relation to shareholders controlling more than ten per cent of the shares or votes in the Bank and has found that the composition of the Board meets the requirements of the Code of Corporate Governance with respect to directors’ independence.
The Board has adopted Rules of Procedure that regulate the Board’s role and ways of working as well as special instructions for the Board’s committees. The Board has overall responsibility for the activities carried out within the Group and has the following duties, among others:
- deciding on the nature, direction and strategy of the business as well as the framework and objectives of the activities
- regularly following up and evaluating the operations in relation to the objectives and guidelines established by the Board
- ensuring that the business is organised in such a way that the accounting, treasury management and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the business are identified, defined, measured, monitored and controlled in accordance with external and internal rules, including the Bank’s Articles of Association
- deciding on major acquisitions and divestments as well as other major investments
- appointment or dismissal as well as remuneration of the President, the Chief Risk Officer, the members of the Group Executive Committee and the Head of Group Internal Audit.
The Chairman of the Board organises and directs the work of the Board.
The President participates in all board meetings, except on matters in which the President has an interest that may be in conflict with the interests of the Bank, such as when the President’s work is evaluated. Other members of the Bank’s executive management participate whenever required for purposes of informing the Board or upon request by the Board or the President.
The reputation, experience and assignments of the Board and the President and Chief Executive Officer
The Board members have many years of professional experience from various but for SEB relevant areas. The Board comprises solid knowledge and experience e.g. within banking and finance, insurance, asset management, fund operations, capital procurement, risk control, accounting, international industrial activities, small and medium sized business, venture capital, entrepreneurship and leadership. The Board composition also meets the need for knowledge and insight regarding the conditions and prerequisites for business in the various geographic markets where SEB operates. All AGM elected Board members have experience from executive positions. A detailed presentation of the Board members’ background and other assignments are set out under the “Corporate Governance” tab.
The work of the Nomination Committee for SEB follows a well-established practice and is conducted according to an orderly process. During its annual work the Nomination Committee secures a thorough and multifaceted understanding of the position of the bank and the challenges faced as well as on the development plans of the businesses. The outcome of the evaluation of the Board and the Chairman conducted annually is reported to the Nomination Committee. One purpose of the evaluation is also to identify if the Board needs to be supplemented with any special skills or experiences.
Following the above procedures the Nomination Committee evaluates whether the present composition of the Board meets current and future requirements. In that context the size of the Board is discussed as well as the composition of the Board from a diversity perspective. The Nomination Committee has access to the Board's Policy on diversity and assessment of suitability of Directors. Among the objectives of the policy is to promote diversity on the Board. The ability of each of the Board members to dedicate the commitment, diligence and time required is evaluated. With the ability of the Board members to contribute individually in the board work being of great importance the collective expertise of the Board and the Board members ability to collaborate is likewise crucial and also evaluated and taken into consideration by the Nomination Committee. When a Board member shall be replaced the Nomination Committee assesses whether it is mainly the skills and experiences of replaced member's that should be found in a successor or if the position of the Bank or market, competition or external changes demand that other skills and experiences should be a priority. Irrespective of if a member shall be replaced in a given year, the Nomination Committee always discusses succession matters for the future, not least with the collective expertise of the Board in focus.
The Nomination Committee's statement of work and motivated account for the AGM in 2016 is available under the “Annual General Meeting” tab.
The President and Chief Executive Officer’s performance and knowledge, insight, experience and suitability is evaluated at least annually by the Board. It is the Rules of Procedure for the Board that regulates the evaluation. The Board appoints and dismisses the President and Chief Executive Officer of SEB.
Since August 2, 2014 there are regulatory limitations on the number of directorships a Board member of a bank may hold. All SEB´s Board members are compliant with the new rules.
The Board has instructed the President and Chief Executive Officer to plan and implement education activities for new Board members (special introductory education) and to – on a current basis - make special briefings on the Board of e.g. various business areas and risk.