We have a diverse senior management group made up of people with international backgrounds and solid leadership experience, and they draw on expertise from a wide range of industries in the markets where Danske Bank operates.
Our Remuneration Policy reflects the objectives of good corporate governance and sustained, long-term value creation for shareholders. In our remuneration report, we describe the principles for remuneration at Danske Bank and disclose variable, performance-based compensation for material risk takers. The full remuneration of the members of the Executive Board depends on Danske Bank's performance, while the Board of Directors' remuneration is fixed.
The Board of Directors defines the general principles for Danske Bank's operations. Its key responsibilities include assessing strategic risks and opportunities and appointing the Executive Board. The Board has eight members elected by the general meeting and four members elected by our employees.
The Audit Committee operates as a preparatory committee for the Board of Directors with respect to Danske Bank’s accounting and auditing matters, including related risk matters. This also includes issues that the Board, the Committee itself, the Chief Audit Executive or the external auditor believe require preparatory work before being brought to the entire Board.
The Conduct & Compliance Committee operates as a preparatory committee for the Board of Directors with respect to conduct and reputational risk, compliance and financial crime prevention, and other matters which the Board of Directors may want to have examined by the Conduct & Compliance Committee.
The Nomination Committee operates as a preparatory committee for the Board of Directors with respect to the nomination and appointment of candidates to the Board of Directors and to the Executive Board and evaluation of the work and performance of the Executive Board and the Board of Directors including individual evaluation of each member of the Board of Directors.
The committee also submits proposals to the Board of Directors on policies for succession planning as well as diversity and inclusion.
The Remuneration Committee operates as a preparatory committee for the Board of Directors with respect to matters concerning remuneration, with focus on the remuneration of members of the Board of Directors, the Executive Board, material risk takers, key employees and executives in charge of control and internal audit functions, and on incentive programmes. The Remuneration Committee monitors trends in the Group's salary and bonus policies and practices. It monitors the incentive programmes to ensure that they promote ongoing, long-term shareholder value creation as well as compliance with the Remuneration Policy.
The Risk Committee operates as a preparatory committee for the Board of Directors with respect to Danske Bank’s risk management and related matters. The committee advises the Board of Directors on Danske Bank’s risk profile, risk culture, risk appetite, risk strategy and risk management framework.
Meetings attended in 2018
|Karsten Dybvad||1/1 (joined as chairman in December 2018)|
|Jan Thorsgaard Nielsen||1/1 (joined as vice chairman in December 2018)|
|Carol Sergeant||23/23 (vice chairman from March 2018)|
|Ingrid Bonde||18/20 (joined the Board of Directors in March 2018)|
|Jens Due Olsen||19/20 (joined the Board of Directors in March 2018)|
|Rolv Erik Ryssdal||20/23|
|Bente Bang||20/20 (joined the Board of Directors in March 2018)|
|Kirsten Ebbe Brich||21/23|
|Thorbjørn Lundholm Dahl||20/20 (joined the Board of Directors in March 2018)|
|Ole Andersen||21*/22 (left as chairman in December 2018)|
|Urban Bäckström||3/3 (left as vice chairman in March 2018)|
|Jørn P. Jensen||18/22 (left the Board of Directors in December 2018)|
|Martin Tivéus||1/3 (left the Board of Directors in March 2018)|
|Dorte Annette Bielefeldt||3/3 (left the Board of Directors in March 2018)|
|Carsten Eilertsen||2/3 (left the Board of Directors in March 2018)|
Board of Directors elected by the general meeting are elected for one-year terms but may be re-elected several times. Directors must resign at the first annual general meeting held after they have attained the age of 70, at the latest.
The Nomination Committee considers and recommends candidates for nomination to the Board proposed by shareholders, members of the Executive Board, the Board of Directors and others.
Shareholders may propose other candidates by submitting a proposal for inclusion on the agenda or by proposing a candidate at the general meeting.
Employee representatives have the same rights, duties and responsibilities as the other board members. They come from various areas and functions at Danske Bank, and they can help to foster an atmosphere of trust between staff and management.
All employees working in Denmark, except members of the Executive Board, are eligible to serve as employee representatives.
The collective labour agreement to which Danske Bank subject in Denmark gives employee representatives special protection against dismissal from their positions.
According to Danish law, employee representatives serve on a company board of directors for four-year terms and are elected separately by company employees.