Committees
The Board’s overarching responsibility cannot be delegated. However, the Board has established committees to handle certain defined issues and to prepare such issues for decision by the Board.
In order to increase the efficiency of its work and enable a more detailed analysis of certain issues, the Board has formed committees. At present there are three Board committees: the Audit and Compliance Committee (ACC), the Remuneration and Human Resources Committee (RemCo), and the Risk and Capital Committee (RCC). The committees’ duties and decision-making authorities are regulated in annually adopted committee instructions. The issues considered at committee meetings are recorded in minutes and reported at the following Board meeting. The members of the committees are appointed for one year at the statutory Board meeting. An important principle is that as many independent directors as possible actively shall participate in the committee work. No committees are composed of the same group of directors, and the bank occasionally rotates chairs and directors of the committees, taking into account the specific experience, knowledge and skills that are individually or collectively required for the committees.
Audit and Compliance Committee (ACC)
The Audit and Compliance Committee (ACC) maintains regular contact with the Group’s external and internal auditors and discusses the coordination of their activities. ACC also ensures that any remarks and observations from Group Compliance and the auditors are addressed and evaluates the external auditor’s work and independence.
ACC furthermore prepares the quarterly financial reports and the annual financial and sustainability report before approval by the Board. ACC also follows-up on investigations by financial supervisory authorities and tax authorities in the countries where the Group operates its business. ACC also annually reviews a whistleblowing report from Group Compliance and Group Internal Audit. More information about the whistleblowing process is available in the Code of Conduct.
It is primarily the Chief Financial Officer (CFO), the external auditor, the Head of Group Internal Audit and the Head of Group Compliance who submit reports for ACC’s consideration. In addition, the President and the Chief Risk Officer (CRO) regularly participate in the meetings.
Members:
- Helena Saxon (Chair)
- Marcus Wallenberg (Vice-Chair)
- Winnie Fok
Risk and Capital Committee (RCC)
The Risk and Capital Committee (RCC) sets the principles and parameters for measuring and allocating risk and capital within the Group and oversees risk management systems and the risk appetite and strategy in the short and long term. RCC prepares a recommendation for the appointment and dismissal of the Chief Risk Officer (CRO).
It also decides on individual credit matters of major importance or of importance as to principles and assists the Remuneration and Human Resources Committee (RemCo) in providing a risk and capital-based view of the remuneration system.
The RCC adopts and annually reviews SEB’s sector policies to establish SEB’s position on relevant sustainability topics in sectors with a potential material sustainability impact.
The Chief Financial Officer (CFO) has overall responsibility for informing and submitting proposals to RCC on matters related to capital and liquidity. The Chief Risk Officer (CRO) has the same overall responsibility for risk and credit matters. The Chief Sustainability Officer (CSO) has overall responsibility for informing and submitting proposals to RCC on sustainability related sector policies. The President, the CFO and the CRO regularly participate in the meetings.
Members:
- Jacob Aarup-Andersen (Chair)
- Marcus Wallenberg (Vice-Chair)
- Sven Nyman
- Lars Ottersgård
Remuneration and Human Resources Committee (RemCo)
The Remuneration and Human Resources Committee (RemCo) monitors and evaluates the adherence of the Guidelines established by the AGM for salary and other remuneration for the President and the members of the Group Executive Committee (GEC). An independent auditor’s review on the adherence to the Guidelines is presented to RemCo annually. RemCo reviews, in consultation with the Risk and Capital Committee (RCC), the Groups’ Remuneration Policy and ensures that the Group’s remuneration structure takes into account the risks and the cost of capital and liquidity. This review is based on, among other things, the risk analysis performed jointly by Group Risk and Group Compliance. In addition, RemCo oversees the Group’s pension obligations and, together with RCC, the measures taken to secure the Group’s pension obligations, including development of the bank’s pension foundations.
It is primarily the President, together with the Head of Group Human Resources, who submits reports for RemCo’s consideration.
Members:
- Signhild Arnegård Hansen (Chair)
- Marcus Wallenberg (Vice-Chair)
- Anne-Catherine Berner