At the Annual General Meeting (AGM) on 22 March 2023, the following members of the Board of Handelsbanken were re-elected: Jon-Fredrik Baksaas, Hélène Barnekow, Stina Bergfors, Hans Biörck, Pär Boman, Kerstin Hessius, Ulf Riese, Arja Taaveniku, Fredrik Lundberg and Carina Åkerström. Pär Boman was re-elected as Chairman of the Board.
At the subsequent first Board meeting, Fredrik Lundberg was appointed as Vice Chairman of the Board.
The Board consists of ten members elected at the annual general meeting. It is noted that employee organisations have appointed employee representatives to the Board, two ordinary members and two substitutes.
The listing requirements for Nasdaq Stockholm and the Swedish Code of Corporate Governance contain stipulations on the independence of members in relation to the Bank, the Bank's management and owners of more than ten percent of the shares and votes in the Bank. The Swedish Code of Corporate Governance stipulates that a majority of the Board members elected by the AGM must be independent of the Bank and its management. Nine of the ten members of the Board are independent of the Bank and the Bank's management, and thus the Code's majority requirement is fulfilled in this respect.
In addition, the composition of the Board fulfills the requirement that at least two of the independent members must also be independent of the company's major shareholders.
The Board of Handelsbanken is responsible for the Bank's organisational structure. The Board achieves this by issuing instructions and policies that are implemented within the organisation. The Board monitors operations by studying and critically reviewing reports from business operations and the various control functions within Handelsbanken.
The Board takes decisions on, and supervises the implementation of Handelsbanken's strategic goals, risk strategy and internal governance. The Board regularly supervises Handelsbanken's control systems and evaluates their effectiveness, in order to take action if necessary. Through its audit committee, the Board also ensures the integrity of the systems for auditing and financial reporting, including financial and operational control, and compliance with legislation and relevant standards. In addition, the Board supervises the processes for provision of information and communication, and for this purpose it has issued an information policy.
The Board exercises supervision over and evaluates the Group Chief Executive on an annual basis. In addition, the Chairman of the Board carries out an annual evaluation of the Board's work. The Chairman is elected by the Annual General Meeting, and cannot also hold the position of Group Chief Executive.
The Board of directors have broad and extensive experience from the business community. Several members are, or have been, chief executives of major companies, and most of them are also board members of major companies. Several members have worked on the Bank's Board for a long time and are very familiar with the Bank's operations.
Prior to the Annual General Meeting in 2023, the nomination committee's assessment was that the proposed, and subsequently elected, board members have the requisite breadth and versatility in terms of expertise, experience, insights and background to understand, examine and evaluate the Bank's operations, including the risks. Furthermore, in the opinion of the nomination committee, the composition of the Board, taking into consideration the Bank's operations, stage of development and other circumstances, is appropriate. In addition, it was the opinion of the nomination committee that all the members will be able to devote sufficient time to carrying out their Board assignments.
In its work, the nomination committee has taken into consideration the Board of Handelsbanken's diversity policy and the requirement of the Swedish Corporate Governance Code to aim for diversity, breadth and gender balance on the Board. The nomination committee also studied Handelsbanken's policy regarding suitability assessment of Board members.
The Group Chief Executive's performance and expertise, insight, experience and suitability are evaluated by the Board at least once annually. This evaluation is regulated by the Board's rules of procedure. It is the Board that appoints and dismisses the Group Chief Executive of Handelsbanken.
Since August 2, 2014 there are regulatory limitations for how many directorships a board member and a Chief Executive in a bank may hold. All board members and the Group Chief Executive of Handelsbanken are compliant with the new rules.
Handelsbanken allocates the resources necessary to introduce new Board members, and to provide the members with training, if necessary. Responsibilities and processes relating to this are regulated in the Board's rules of procedure.
