Governance
Questions and answers
We are committed to ensuring the highest standards of transparency, accountability, and ethical conduct in every aspect of our operations. This page offers answers to key questions about our governance practices.
Board of directors
Yes, the composition of the Board shall adhere to applicable laws and regulations and to the Policy on Suitability, Diversity and Composition of the Board of Directors, adopted by the Board. The Nomination Committee shall ensure diversity within the Board in terms of educational and professional background, gender, age and geographical provenance of the directors.
Independent in relation to the Bank: Yes
Independent in relation to major shareholders: No
The Swedish Corporate Governance Code states that a majority of the members of the board are to be independent of the company and its management. At least two members must also be independent of the company's major shareholders*, which means that it is possible for major shareholders of Swedish companies to appoint a majority of members with whom they have close ties. This is in line with the positive view of active and responsible ownership expressed in the preparatory documents to the Swedish Companies Act.
The chair of the Board of SEB is not a member of the executive management of SEB and is therefore independent in relation to SEB. However, the chair is also vice chair of the Board in Investor AB, which is a major shareholder of SEB and therefore non-independent in relation to major shareholders.
*Major shareholders are defined as those controlling 10% or more of the shares or votes in the company.
SEB does not have a supervisory board.
Please find information for each board member in the Annual and Sustainability Report 2023, p 63–74.
Compensation
Please find information about remuneration to the Board and Group Executive Committee in SEB's Annual and Sustainability Report 2023, p 63–74.
Sustainability key performance indicators (KPI's) are integrated in remuneration for members of SEB's Group Executive Committee (GEC), for managers who report to the GEC and for other eligible positions. The models for individual variable remuneration are based on financial and non-financial KPI's. Non-financial goals take into account factors such as customer satisfaction, compliance and sustainability performance related to, for example, the bank's own environmental impact and integration of sustainability risks into the business model. Since 2022, SEB's established sustainability ambitions and goals are part of the criteria for potential allocation of the programmes, as applicable.
Yes, in the largest variable remuneration programme, for all SEB employees, sustainability is, since 2022, considered.
The largest variable remuneration programme is the SEB All Employee Programme 2023 (AEP), which covers essentially all employees. The programme is linked to SEB’s business plan and consist of the financial targets for return on equity and SEB’s cost development, which are also communicated externally, and the non-financial targets for customer satisfaction and sustainability. The outcome for 2023 was determined to be 70.7 per cent of the maximum amount, which in Sweden is SEK 75,000.
Corporate culture and business ethics
We engage with customers on a regular basis on ethical aspects, including anti-corruption, in order to understand their challenges and opportunities so that we can make the appropriate credit considerations and to be a better business partner. In financing and credit granting, the area of anti-corruption risks are integrated in the know your customer process. Within asset management, our funds invest in companies that respect international principles and guidelines, such as the UN Global Compact and the OECD Guidelines for Multinational Enterprises.
Yes, SEB's Code of Conduct (up-dated annually) describes our way of working and guides us in our business relationships. The Code helps us in our efforts to always act responsibly and ethically in order to build sound and long-term relationships with customers and other stakeholders. This is also our policy on ethical matters.
The Code of Conduct covers areas such as responsible customer advice, our approach to tax, how we handle complaints, combat money laundering, bribery, terrorist financing etc. All employees of the SEB Group – in all markets where we operate – and all those who represent companies within the Group, including members of the board, independent contractors and consultants are covered by the Code.
SEB has a whistleblowing process for reporting irregularities. If an employee or other person should discover possible unethical or unlawful behaviour, we offer several ways of reporting the observations, among them the anonymous and independent digital service WhistleB. All reported incidents or circumstances are promptly investigated and, when applicable, reported to the bank’s CEO and the Audit and Compliance Committee.
SEB offers various training programs for employees, including an education package with e-learning, films and working material. Five digital training sessions are mandatory for all employees – Code of Conduct, Cyber Security, Anti-Money Laundering and combat of terrorism financing, General Data Protection Regulation GDPR) and Fraud Prevention. At year-end 2023, 97 per cent of our employees had completed the mandatory trainings.
SEB has strict guidelines towards unethical influence, whether within business or society. All actions and decisions shall comply with laws, regulations and other external rules as well as with internal instructions and policies. The SEB Group shall comply with relevant external and internal restrictions (observing transparency and appropriateness) regarding giving and receiving gifts as well as unacceptable benefits, in order to avoid any allegation of bribery or corruption. The SEB Group shall not support political parties through donations or otherwise.
Data ethics and privacy
SEB has adopted an ethics policy, Customer Data Ethics Policy, for customer data which sets the framework for responsible handling of customer data, data-driven innovation and the use of AI. The policy consists of eight principles for responsible business development and innovation that will protect customers and safeguard confidence in the bank.
The policy stipulates that the fundamental purpose of collecting and processing customer data must be to favour the stakeholders. Customers must be able to rely on SEB handling customer data in a careful and respectful manner while accepting responsibility for its handling of customer data.
SEB must strive to be able to report its use of data sources, models and AI as well as explaining how AI-based decisions are made. The policy also requires SEB not to sell customer data to a third party for commercial use. However, SEB may share data with a third party in order to develop services that create clear value for customers, when customers have requested this or when it is required by law. SEB has a specially appointed data protection officer.
Customer Data Ethics Policy (pdf)
Information, data and cyber security
Security is a vital part of SEB and the SEB Group’s business. Maintaining a high level of security is important to SEB and is expected by customers, shareholders, and regulators.
The objective of security work within SEB is to:
- Protect customers and assets (people, information, infrastructure, finances, reputation) from threats.
- Ensure the SEB brand is synonymous with robust security.
- Support business goals with trusted, compliant, and resilient financial solutions globally.
To continually improve the security programme, SEB has a security strategy to drive initiatives and a comprehensive measurement and monitoring framework which is reported to the Digital Operational Resilience Committee, and the Board of Directors.
Security within SEB is governed as follows:
- Board of Directors: Manages SEB affairs, ensuring an appropriate, transparent governance structure, including for information security. Adopts the Security Policy outlining principles and objectives for the whole group.
- President and CEO: Manages daily activities, executes security management, and adopts the Security Governance Instruction detailing the governance model.
- Chief Security Officer (CSO): Reports to the Deputy CEO coordinates security efforts and leads Group Security & Cyber Defence.
SEB has an Information Security Management System consistent with applicable information security, cyber security and data protection laws and regulations. The system aligns with and is built upon industry best practices and guidance such as the ISO 27001, NIST Cybersecurity framework, Information Security Forum Standard of Good Practice, CIS v8, which are used as benchmarks by the Information Security Management System to assess and improve SEB’s overall security posture.
SEB’s Information Security Management System includes: (i) written policies and instructions regarding actions required of various groups and employees to mitigate cyber and information security risks; (ii) a designated Chief Information Security Officer to administer and oversee the system; and (iii) periodic information security control self-assessments and risk assessments as well as reviews by Internal Audit to test the effectiveness of implemented controls. Information security is a mandatory area of SEB’s New Product and Approval Process (NPAP).
SEB Kort Bank AB, part of Skandinaviska Enskilda Banken AB (publ), has an ISO 27001:2022 certification covering the common main site and the SEB Group common data centers. The ISO 27001:2022 certificate is issued by Intertek Certification Limited with certificate number is 0163978 and issuing date 29 December 2023. It is annually reviewed by an external auditor.
All employees and consultants at SEB complete annual mandatory security training. SEB continues to enhance its security capabilities and expands the bank’s internal security education programs to supplement the role-based Cyber security academy. The Cyber security academy currently includes cohorts for Developers, Architects and Tech leads and offers on-demand modules, webinars, live seminars, simulations, and study halls offering participants the chance to meet one another and our subject matter experts.
Financial crime prevention and anti-money laundering
We work in a structured way to protect the bank from money laundering attempts, cyber-attacks, sabotage, intrusion attempts, crime and financing of terrorism. We believe that a sound know-your-customer (KYC) process is the best method of prevention and we apply enhanced due diligence for customers, products and countries, where there is a perceived risk that SEB is used for money laundering and financing of terrorism.
Countering money laundering is of the highest priority for SEB and has been so for a long time. As crime constantly tries to find new ways to exploit the financial system, we continuously strengthen and develop our abilities to prevent, detect and report suspected money laundering and other types of financial crime. The work against money laundering is a priority within SEB’s business plan, which includes a dedicated programme to prevent financial crime, and the investments have been accelerated since 2020.
Since 2018, SEB has a dedicated Group Financial Crime Prevention (FCP) Senior Manager represented in the Group Executive Committee. The Group FCP Committee reports and escalates issues to the Group Internal Control and Compliance Committee.
In 2020, SEB entered a new form of cooperation with the Swedish police and other Swedish banks, called Swedish Anti-Money Laundering Intelligence Task Force (SAMLIT), which works to increase information sharing and improve our common resilience. As a result, an increased number of criminals have been identified.
In November 2021, SEB created the new unit, Financial Crime Prevention, gathering all units working with financial crime prevention into one unified group-wide organisation, including the Know-your-customer (KYC) process, market surveillance, transaction monitoring and screening, fraud, financial intelligence and physical security. The aim of the unit is to accelerate the deployment of advanced financial crime prevention capabilities to meet regulatory expectations continuously and to become a leader in fighting financial crime. We are, and have been making, significant investments in the Financial Crime Prevention (FCP) area. Areas of investments in 2022-2023 include KYC, transaction monitoring, sanctions, fraud prevention and financial intelligence.
In 2023, FCP established a Financial Intelligence Unit (FIU) that enables intelligent analysis of organised crime as well as close collaboration with crimefighting authorities.
In 2024, SEB together with all banks in Sweden committed to implement 14 strengthening fraud prevention measures by the end of 2025. SEB is progressing well with all measures which are likely to be completed before end 2024.
SEB has established a number of 4A collaborations with crime fighting authorities focusing on combating organised crime.
We continuously assess the number of FTEs in all three lines of defense. Since 2021, we have increased our Financial Crime Prevention and Compliance departments by several hundred FTEs, however, we have not disclosed the exact number of FTEs working in these areas.
Measures against money laundering in SEB
In 2019-2020, the Swedish FSA reviewed SEB’s governance and control of anti-money laundering measures in its Baltic subsidiaries (period reviewed 2015-Q1 2019). The SFSA also reviewed SEB’s routines and processes in the Swedish operations in light of anti-money laundering regulations, relating to the second half of 2018. On June 25, 2020, the SFSA communicated its decisions from the reviews. In the Baltic review, the SFSA decided to issue SEB a remark, which is a lower degree of an administrative sanction that is issued when a breach has not been deemed to be serious. The SFSA also decided to issue SEB an administrative fine of SEK 1bn, which corresponds to about 14 per cent of the maximum amount the FSA can impose in this case. In the Swedish review, the SFSA decided to issue SEB a precept to take certain measures to improve its transaction monitoring. In October 2021, the SFSA formally closed the order of correction stating that SEB has fulfilled the measures required.
Supply chain
We expect our suppliers to conduct services in compliance with applicable laws and regulations of the countries in which they operate, manufacture or conduct business. We also expect them to act responsibly from a sustainability perspective, in line with the UN Guiding Principles on Business and Human Rights. These expectations and more are found in SEB’s Code of Conduct for Suppliers.
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