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Committees

The overall responsibility of the Board cannot be delegated. However, the Board has established committees to handle certain defined issues and to prepare such issues for decision by the Board.

At present, there are three committees within the Board: the Risk and Capital Committee, the Audit and Compliance Committee and the Remuneration and Human Resources Committee. Minutes are kept of each committee meeting and communicated to the other Board members promptly after the meetings. The committees report regularly to the Board. Committee members are appointed for a period of one year at a time.

It is an important principle that as many Board members as possible shall participate in the committee work, also as committee chairmen. Although the Chairman of the Board is a member of all three committees, he is not chairing any of them. Neither the President nor any other officer of the Bank is a member of the committees.

The work of the Board committees is regulated through instructions adopted by the Board. Apart from the committee work, no work distribution is applied by the Board.

Risk and Capital Committee

The Board's Risk and Capital Committee (RCC) is tasked with supporting the Board in overseeing and ensuring that the Bank's organisation is managed in such a way that all risks inherent in the Group's business are identified, defined, measured, monitored and controlled in accordance with the Board's risk tolerance statement as well as with external and internal rules.

The Risk and Capital Committee also monitors the Group's risk and capital situation on a continuous basis.

The Risk and Capital Committee sets the principles and parameters for measuring and allocating risk and capital within the Group and oversees risk management systems and the risk tolerance and the strategy for near and long term, as well as implementation of this strategy. The Committee prepares, for decision by the Board, a recommendation for the appointment and dismissal of the CRO. The Committee also decides on individual credit matters of major importance or of importance as to principles.

Risk and Capital Committee held 14 meetings in 2023.

The Group's Chief Financial Officer (CFO) has overall responsibility for informing and making proposals to the Risk and Capital Committee on matters related to capital and funding. The CRO has the same overall responsibility regarding risk and credit matters.

Members:

Jacob Aarup-Andersen  (Chair)
Marcus Wallenberg (Vice-Chair)
Sven Nyman
Lars Ottersgård 

Remuneration and Human Resources Committee

The Remuneration and Human Resources Committee (RemCo) prepares, for decision by the Board, appointments of the President and the members of the GEC. The Committee develops, monitors and evaluates SEB's incentive programmes and how the guidelines established by the AGM for remuneration of the President and the members of the GEC are applied.

An independent auditor's review report on the adherence of remuneration in SEB to the Remuneration Policy is presented to the Committee annually.

In addition, the Committee monitors the Group's pension obligations and monitors, together with the Risk and Capital Committee, all measures taken to secure the overall pension obligations of the Group, including development within the Bank's pension foundations.

Remuneration and Human Resources Committee held 6 meetings in 2023.

The President, together with the Head of Group Human Resources, makes presentations on matters in which there are no conflicts of interest.

Members:

Signhild Arnegård Hansen (Chair)
Marcus Wallenberg (Vice-Chair)
Anne-Catherine Berner

Audit and Compliance Committee

The Board's Audit and Compliance Committee (ACC) supports the Board in its work with quality control of the Bank's financial reporting and internal control over the financial reporting.

When required, the Audit and Compliance Committee also prepares, for decision by the Board, a recommendation for the appointment or dismissal of the Head of Group Internal Audit.

The Committee maintains regular contact with the Bank's external and internal auditors and discusses the co-ordination of their activities. It ensures that any remarks and observations from the auditors are addressed. The Committee also evaluates the external auditors' work and independence.

In addition, the President's proposal for appointment or dismissal of the Head of Group Compliance is subject to the Committee's approval.

Audit and Compliance Committee held 7 meetings in 2023.

The CFO, the external auditors, the Head of Group Internal Audit and the Head of Group Compliance submit matters and reports for the Committee's consideration. The President regularly participates in the meetings.

Members:

Helena Saxon (Chair)
Marcus Wallenberg (Vice-Chair)
Winnie Fok

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