Årsredovisning 2025

Nordea Annual Report 2025 52
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
The Nordea share and external credit ratings, cont.
Distribution of shares, 31 Dec 2025
Distribution of shares Number of shares Shares, %
Number of  
shareholders Shareholders, %
1–1,000 113,313,106 3% 488,230 81%
1,001–10,000 283,474,416 8% 106,917 18%
10,001–100,000 176,572,258 5% 7,803 1%
100,001–1,000,000 184,434,981 5% 654 0%
1,000,001– 2,676,046,484 78% 183 0%
Total 3,433,841,245 100% 603,787 100%
Share data past 5 years
2025 2024 2023 2022 2021
Share price1 (EUR) 16.09 10.50 11.23 10.03 10.79
High/low (EUR) 16.09/10.12 11.78/10.05 12.11/9.18 11.45/8.19 11.24/6.60
Market capitalisation1 (EURbn) 55.3 36.8 39.6 36.7 42.8
Dividend (EUR) 0.962 0.94 0.92 0.80 0.69
Dividend yield3 (%) 6.0 9.0 8.2 8.0 6.4
STOXX Europe 600 Banks index (%) 66.9 26.0 20.0 -3.2 34.0
P/E (actual) 11.6 7.3 8.2 9.1 11.4
Price-to-book 1.70 1.13 1.27 1.18 1.27
Equity per share (EUR) 9.47 9.30 8.86 8.46 8.51
Earnings per share1 (EUR) 1.39 1.44 1.37 1.10 0.95
Total shares 3,433,841,245 3,502,631,963 3,528,279,508 3,654,281,296 3,965,561,160
1) End of period. 
2) Proposed dividend.
3) Dividend yield for 2017 to 2020 calculated at starting price on payment day and for 2021 calculated at price at 30 December 2021.
External credit ratings
Nordea’s credit ratings are among the strongest of banks 
globally. The long-term ratings for Nordea are all at the AA 
level: Standard & Poor’s AA– (stable outlook), Moody’s 
Aa2 (stable outlook) and Fitch AA– (stable outlook). The 
short-term ratings are at the highest level: A–1+ from S&P, 
P–1 from Moody’s and F1+ from Fitch.
The covered bond ratings are all Aaa/AAA for the 
 covered bonds issued by Nordea Eiendoms kr editt AS (in 
Norway), Nordea Hypotek AB (publ) (in  S weden), Nordea 
Kredit Realkreditaktieselskab (in Denmark) and Nordea 
Mortgage Bank Plc (in Finland).
The analysis from the rating agencies is in broad terms 
focused on credit risks and other risks, profitability, capi-
talisation, the strength of the business franchise as well as 
on the funding profile and liquidity strength. For these 
areas, the views on Nordea were stable or improved dur-
ing the year as the view on diversification strengthened.
External credit ratings, 31 Dec 2025
Moody’s Standard & Poor’s Fitch
Short Long Short Long Short Long 
Nordea Bank Abp P–1 Aa2 A–1+ AA– F1+ AA–
Senior preferred (SP) issuances Aa2 AA– AA
Senior non-preferred (SNP) issuances A2 A AA–
Tier 2 (T2) issuances A3 A– A
Additional Tier 1 (AT1) issuances BBB BBB+
Nordea Eiendomskreditt AS1 Aaa1
Nordea Hypotek AB (publ)1 Aaa1
Nordea Kredit Realkreditaktieselskab1 AAA1
Nordea Mortgage Bank Plc1 Aaa1
1) Covered bond rating.

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Nordea Annual Report 2025 53
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Capital management and new regulations
Nordea strives to be efficient in its use of capital and 
therefore actively manages its balance sheet with respect 
to different asset, liability and risk categories.
The goal is to generate strong shareholder returns while 
maintaining a prudent capital structure. The Board decides 
on the targets for capital ratios, the capital and dividend 
policies and the overall framework of capital management 
at Nordea. The ability to meet targets to maintain minimum 
capital requirements is reviewed  r egularly by the Asset & 
Liability Committee and the Risk Committee.
Capital and dividend policy
Nordea maintains a strong capital position in line with its 
capital policy. Nordea targets a management buffer of 
150bp above the CET1 requirement. This enables efficient 
capital management, while Nordea still maintains a pru-
dent buffer to requirements.
The dividend policy is to distribute 60–70% of the net 
profit for the year to shareholders. Excess capital in relation 
to capital targets will be used for strategic business acqui-
sitions as well as be subject to buy-back considerations. 
In 2025 Nordea continued its commitment to efficient 
capital management and launched four share buy-back 
programmes. 
Minimum capital requirements
The calculation method for the risk exposure amount 
(REA) is subject to regulatory approval. Nordea had 90% 
of its credit risk exposure amount covered by the internal 
ratings-based (IRB) approach by the end of 2025. Nordea 
is approved to use its own internal value-at-risk (VaR) 
models to calculate capital requirements for the major 
portion of the market risk in its trading book. Based on the 
total REA, Nordea
 needs to meet the applicable mini mum 
and combined buffer requirements. In addition, competent 
authorities require Nordea to hold capital for other risks 
which are identified and communicated as part of the 
Supervisory Review and Evaluation Process.
Nordea received the Supervisory Review and Evaluation 
Process decision on 28 October 2025 which maintains the 
Pillar 2 requirement at 1.60% as decided last year. The 
Pillar 2 requirement must be met with at least 56.25% 
of CET1 capital.
Internal capital requirement
For internal risk and capital assessment purposes, Nordea 
uses the internal capital requirement (ICR) in line with 
Article 73 of the Capital Requirements Directive (CRD).
The ICR specifies the amount, type and distribution of 
internal capital considered adequate to cover the nature 
and level of all risks to which the Group or any of its sub-
sidiaries are or might become exposed over a foreseeable 
future, including during periods of stress.
The ICR is one of the main inputs for the Internal 
Capital Adequacy Assessment Process together with regu-
latory views on the required amount of capital as 
expressed under the regulatory perspective.
Nordea defines the ICR as the internal capital require-
ment for all material risks from an internal economic per-
spective, taking account of the regulatory, normative and 
through-the-cycle perspective, adequate to withstand 
periods of stress. This ensures that Nordea’s ICR is aligned 
with, but not restricted by, the regulatory perspective.
Allocated Equity
Allocated Equity is a framework to allocate capital held by 
Nordea to its business areas and is a central component in 
Nordea’s Value Creation Framework. This framework sup-
ports the operational decision-making process at Nordea 
to enhance performance management and ensure share-
holder value creation.
Allocated Equity reflects Nordea’s anticipated equity in 
line with its capital policy to ensure sustainable, long-term 
capitalisation for the Nordea Group. To further align 
Allocated Equity to accounting equity, CET1 deductions 
and other equity items are included in Allocated Equity.
The allocated equity remained stable at EUR 32.4bn at 
the end of 2025.
Own funds
Own funds comprise the sum of Tier 1 and Tier 2 capital. 
Tier 1 capital consists of Common Equity Tier 1 (CET1) and 
Additional Tier 1 capital. CET1 capital is the highest quality 
form of regulatory capital with full loss absorbency and 
consists predominantly of paid-in capital and retained 
earnings. Additional Tier 1 and Tier 2 capital mainly com-
prise instruments that meet the applicable regulatory 
criteria. In 2025 Nordea issued SEK 2,500m, NOK 3,500m 
and USD 850m of Additional Tier 1 instruments as well as 
EUR 500m of Tier 2 instruments.
Further information – capital adequacy and 
the Capital and Risk Management Report
Further information on capital management and capital 
adequacy is presented in the Capital and Risk 
Management Report. On the basis of its consolidated 
 situation, Nordea provides Capital and Risk Management 
Report disclosures quarterly according to Part Eight of 
Regulation (EU) No 575/2013 (CRR). The disclosures con-
stitute a comprehensive disclosure of risks, risk manage-
ment and capital management. It includes disclosures, or 
references to other disclosures, required under Part Eight 
of the CRR and by the EBA guidelines and standards on 
disclosure requirements.
Accompanying the Capital and Risk Management Report 
are the required disclosures for the subsidiaries Nordea 
Kredit Realkreditaktieselskab, Nordea Hypotek AB, Nordea 
Mortgage Bank Plc and Nordea Eiendomskreditt AS.
The Capital and Risk Management Report is available at 
nordea.com. The subsidiaries’ disclosures are included as 
appendices and are published on the same website after 
the publication date of each subsidiary’s annual report.
Country-by-country reporting
Further information on country-by-country reporting in 
accordance with the Finnish Act on Credit Institutions is 
presented on page 79.

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Nordea Annual Report 2025 54
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Capital management and new regulations, cont.
Capital requirements and risk exposure amount (REA), Nordea  Group
EURm
31 Dec 2025 31 Dec 2024
Minimum capital 
requirement REA
Minimum capital 
requirement REA
Credit risk 9,994 124,919 10,109 126,363
 – of which counterparty credit risk 204 2,549 288 3,599
IRB 9,013 112,662 9,026 112,822
 – corporate 4,782 59,775 4,645 58,065
     – advanced 2,965 37,057 4,152 51,905
     – foundation 1,817 22,718 493 6,160
 – institutions 288 3,597 341 4,257
 – retail 3,437 42,958 3,535 44,187
 – items representing securitisation positions 282 3,526 277 3,461
 – other 224 2,806 228 2,852
Standardised 981 12,257 1,083 13,541
 – central governments or central banks 13 158 13 164
 – regional governments or local authorities 2 23 2 25
 – public sector entities 0 0 0 0
– multilateral development banks
– international organisations
– institutions 22 273 13 158
– corporate 143 1,788 141 1,759
– retail 185 2,307 212 2,648
– secured by mortgages on immovable property 185 2,311 291 3,640
– in default 14 174 17 211
– subordinated debt exposures 78 976
– covered bonds
– institutions and corporates with a short-term credit assessment
– collective investments undertakings (CIUs) 176 2,206 178 2,223
– equity 132 1,646 189 2,359
– other items 31 395 27 354
Credit value adjustment risk 36 455 32 396
EURm
31 Dec 2025 31 Dec 2024
Minimum capital 
requirement REA
Minimum capital 
requirement REA
Market risk 413 5,158 427 5,336
 – trading book, internal approach 356 4,444 367 4,586
 – trading book, standardised approach 57 714 60 750
 – banking book, standardised approach
Settlement risk 0 0
Operational risk 1,690 21,125 1,430 17,874
Standardised 1,690 21,125 1,430 17,874
Additional risk exposure amount related to  
Finnish RW floor due to Article 458 CRR
Additional risk exposure amount related to  
Swedish RW floor due to Article 458 CRR 596 7,451 470 5,881
Additional risk exposure amount due to Article 3 CRR
1 44 551
Total 12,773 159,659 12,468 155,850
1) Changed capital treatment, from internal ratings-based (IRB) to standardised approach, of certain portfolios that are not part of the non-retail model application.

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Nordea Annual Report 2025 55
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Capital management and new regulations, cont.
Capital requirements and risk exposure amount (REA), Nordea  Bank Abp (parent company)
EURm
31 Dec 2025 31 Dec 2024
Minimum capital 
requirement REA
Minimum capital 
requirement REA
Credit risk 10,941 136,764 8,946 111,821
 – of which counterparty credit risk 211 2,638 299 3,736
IRB 6,237 77,958 6,057 75,710
 – sovereign     
 – corporate 4,687 58,590 4,349 54,367
     – advanced 2,844 35,549 4,155 51,939
     – foundation 1,843 23,041 194 2,427
 – institutions 283 3,539 334 4,177
 – retail 1,117 13,962 1,242 15,519
    – secured by immovable property collateral 388 4,846 514 6,423
    – other retail 729 9,116 728 9,097
 – items representing securitisation positions 27 337 17 212
 – other 122 1,530 115 1,435
Standardised 4,705 58,806 2,889 36,111
– central governments or central banks 6 76 6 78
 – regional governments or local authorities 0 6 1 7
 – public sector entities     
– multilateral development banks     
– international organisations     
– institutions 2,166 27,077 1,107 13,842
– corporate 225 2,813 185 2,307
– retail 11 136 18 231
– secured by mortgages on immovable property 12 145 8 97
– in default 1 19 2 27
– associated with particularly high risk 760 9,498   
– covered bonds 56 706 34 424
– institutions and corporates with a short-term credit assessment     
– collective investments undertakings (CIU) 172 2,145 172 2,146
– equity 1,293 16,165 1,355 16,935
– other items 2 20 1 18
– of which representing securitisation positions
Credit valuation adjustment risk 36 455 32 396
EURm
31 Dec 2025 31 Dec 2024
Minimum capital 
requirement REA
Minimum capital 
requirement REA
Market risk 413 5,158 427 5,336
 – trading book, internal approach 356 4,444 367 4,587
 – trading book, standardised approach 57 714 60 750
 – banking book, standardised approach    
Settlement risk 0 0 0 0
Operational risk 1,240 15,494 1,086 13,574
Standardised 1,240 15,494 1,086 13,574
Additional risk exposure amount related to  
Finnish RW floor due to Article 458 CRR
Additional risk exposure amount related to  
Swedish RW floor due to Article 458 CRR 109 1,359 71 883
Additional risk exposure amount due to Article 3 CRR 39 486   
Total 12,777 159,715 10,561 132,011

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Nordea Annual Report 2025 56
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Capital management and new regulations, cont.
Summary of items included in own funds
Calculation of own funds, EURm
Nordea Group Nordea parent company
31 Dec 2025 31 Dec 2024 31 Dec 2025 31 Dec 2024
Equity in the consolidated situation 27,574 26,629 23,348 23,219
Profit for the period 4,843 5,062 
Accrued dividend -3,284 -3,279 
Common Equity Tier 1 capital before regulatory adjustments 29,133 28,412 23,348 23,219
Deferred tax assets -14 -24 
Intangible assets -2,840 -2,704  -1,183  -1,050
IRB provisions shortfall (-) -44 -228  -146  -26
Pension assets in excess of related liabilities -256 -271  -128  -173
Other items, net1 -848 -615  -852  -636
Total regulatory adjustments to Common Equity Tier 1 capital -4,002 -3,842  -2,309  -1,885
Common Equity Tier 1 capital (net after deduction) 25,131 24,570 21,039 21,333
Additional Tier 1 capital before regulatory adjustments 4,261 4,138 4,261 4,138
Total regulatory adjustments to Additional Tier 1 capital -13 -25  -13  -25
Additional Tier 1 capital 4,248 4,113 4,248 4,113
Tier 1 capital (net after deduction) 29,379 28,683 25,287 25,447
Tier 2 capital before regulatory adjustments 4,550 4,167 4,550 4,167
IRB provisions excess (+) 10 23
Deductions for investments in insurance companies
Other items, net -25 -50  -25  -50
Total regulatory adjustments to Tier 2 capital -25 -50  -15  -27
Tier 2 capital 4,525 4,117 4,535 4,140
Own funds (net after deduction) 33,904 32,800 29,822 29,587
1) Other items, net based on profit inclusion. -854 -615 
Capital adequacy ratios,  
Nordea Group and parent company
Percentage
Nordea Group
Nordea parent 
company
31 Dec 
2025
31 Dec 
2024
31 Dec 
2025
31 Dec 
2024
Common Equity Tier 1  
capital ratio, including profit 15.7 15.8 14.1 16.9
Tier 1 capital ratio, including profit 18.4 18.4 16.8 20.0
Total capital ratio,  
including profit 21.2 21.0 19.6 23.1
Common Equity Tier 1  
capital ratio, excluding profit 14.8 14.6 13.2 16.2
Tier 1 capital ratio, excluding profit 17.4 17.3 15.8 19.3
Total capital ratio,  
excluding profit 20.3 19.9 18.7 22.4
Own funds and capital ratios (financial conglomerate) 1
31 Dec 2025 31 Dec 2024
Financial conglomerate’s own funds, EURm 36,390 35,057
Own funds requirement of financial 
 conglomerate, EURm 31,456 30,053
Capital adequacy of financial conglomerate 
(own funds surplus/deficit), EURm 4,935 5,004
Financial conglomerate’s capital adequacy  
ratio, % 115.7% 116.6%
1) The financial c onglomerate consists of banking and insurance operations. 
Nordea Life & Pension – solvency II position
EURm 31 Dec 2025 31 Dec 2024
Required solvency capital 2,984 2,706
Actual solvency capital 4,458 4,108
Solvency buffer 1,474 1,402
Solvency as % of requirement 149% 152%
Nordea Life & Pension – solvency II sensitivity
EURm 31 Dec 2025 31 Dec 2024
Solvency as % of requirement 149 % 152 %
Equities drop 20% 151 % 163 %
Interest rates down 50bp 149 % 150 %
Interest rates up 50bp 150 % 153 %

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Nordea Annual Report 2025 57
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
New regulations on capital requirements
This section highlights recent news and updates on regu-
latory developments and capital requirements, mainly 
related to the Bank Recovery and Resolution Directive 
(BRRD), the Capital Requirements Directive (CRD) and 
the Capital Requirements Regulation (CRR). In general, it 
addresses news deemed relevant from a Nordea Group 
perspective. For additional details on new regulations and 
capital requirements, see Nordea’s Capital and Risk 
Management Report (Pillar 3).
The currently applicable version of the CRR is known as 
CRR3, which is the implementation of the Basel IV stand-
ards within the EU. The CRR3 – a major regulatory change 
applicable from 1 January 2025 – introduces material 
changes to the credit, market and operational risk frame-
works. In addition, an output floor is introduced to restrict 
the overall REA of banks using internal models, as for 
example Nordea.
The Finnish FSA has reciprocated the risk weight floors 
applicable to Swedish corporate loans secured by real 
estate (35% for commercial real estate and 25% for resi-
dential real estate). In addition, on 29 September the 
Finnish FSA reciprocated the risk weight floors applicable 
to exposures in Norway (35% for commercial real estate 
and an increase from 20% to 25% for residential real 
estate) with effect from 1 January 2026. The increase in the 
residential real estate floor will have no impact on Nordea 
before the removal of the current regulatory add-ons. 
On 26 June, as part of its annual macroprudential deci-
sion, the Finnish FSA decided to fully reciprocate the 
Norwegian systemic risk buffer (SyRB) of 4.5% from 1 
October 2025 onwards. This followed a decision to par-
tially reciprocate the Norwegian SyRB at a level of 3.5% in 
June 2023. The full reciprocation resulted in an increase of 
approximately 20bp in Nordea’s CET1 requirement. 
Nordea does not agree with the decision to increase the 
Group’s capital requirements in this manner. The Finnish 
FSA also decided to maintain the 1.0% Finnish SyRB and 
the 2.5% other systemically important institutions (O-SII) 
buffer for Nordea. 
In March 2025 Nordea received the Single Resolution 
Board’s decision on the updated minimum requirements 
for own funds and eligible liabilities (MREL). The Group 
must meet MREL requirements of the sum of 23.64% of 
the REA and the combined buffer requirement (CBR), and 
in parallel 7.02% of the leverage ratio exposure (LRE). The 
Group must also meet subordination requirements of the 
sum of 20.34% of the REA and the CBR, and in parallel 
7.02% of the LRE. However, the amount of the subordina-
tion requirement must at no time exceed the amount 
which corresponds to a value of 27% of the REA including 
the CBR. 
CRR3 – transitional arrangements
The EU Commission has issued a delegated act postpon-
ing the application of the new market risk rules until 1 
January 2027 to maintain a level playing field with other 
jurisdictions. 
The CRR3 introduces an output floor to be set at 72.5% 
of the standardised approaches on an aggregate level. 
This means that the capital requirement is floored at 
72.5% of the total Pillar 1 REA calculated using the stand-
ardised approaches for credit, market and operational risk. 
The floor was phased in at 50% on 1 January 2025 and will 
be fully implemented at 72.5% from 1 January 2030 with 
transitional rules for the calculation of the REA for the out-
put floor extending to the end of 2032. Due to differences 
across banks, the timing as to when and if the output floor 
will be a constraining measure may differ.

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Nordea Annual Report 2025 58
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Corporate Governance Statement 2025
Corporate governance refers to relations between a 
 company’s senior management, its board of directors, its 
shareholders and other stakeholders, such as employees 
and their representatives. It also determines the structure 
used to define a company’s objectives as well as the 
means of achieving them and of monitoring the results 
obtained. Strong corporate governance is thus about 
 having clear and systematic decision-making processes, 
providing clarity about responsibilities, avoiding conflicts 
of interest and ensuring satisfactory internal control, risk 
management, transparency and accountability.
Nordea Bank Abp (“Nordea“) is a Finnish public limited 
liability company and the parent company of the Nordea 
Group (comprising Nordea and its subsidiaries). Nordea’s 
shares are listed on the Nasdaq stock exchanges in 
Helsinki, Stockholm and Copenhagen, and its American 
Depository Receipts (ADR) are traded in the US in US 
 dollars. As part of its funding operations, Nordea issues 
long-term debt instruments that are usually listed on 
 various stock exchanges.
Nordea is subject to and applies the Finnish Corporate 
Governance Code (the “Code“)1. All the recommendations 
of the Code are complied with, apart from the appointment 
procedure for the employee-elected Board members (the 
Code, Recommendation 5), as described further below.
This Corporate Governance Statement describes Nordea’s 
approach to the key elements of corporate governance and 
is prepared in accordance with the legal requirements of the 
Finnish Act on Credit Institutions, the Finnish Accounting 
Act, the Finnish Securities Market Act, the Decree of the 
Ministry of Finance on the obligation of securities issuers to 
disclose periodic information and the Code
2.
Nordea’s Corporate Governance Statement is available 
at nordea.com and the Code is available at  
https:// cgfinland.fi/en/corporate-governance-code/.
1) The ne w Finnish Corporate Governance Code 2025 entered into force on 1 January 2025, replacing the previous Corporate Governance Code 2020.
2)  Nordea complies with the Code of its domicile as well as other applicable governance rules and regulations, and this Corporate Governance Statement is prepared in accordance 
with these requirements. The Code deviates in certain aspects from the Swedish Corporate Governance Code (the “Swedish Code”) available at corporategovernanceboard.se 
and the Danish Recommendations on Corporate Governance (the “Danish Code”) available at corporategovernance.dk due to differences in legislation and corporate governance 
rules and practices. Nordea deviates from the Swedish Code in terms of decision proposals of the nomination committee, independence of the Board Remuneration and People 
Committee members and by having the possibility of holding virtual shareholder meetings. With regard to the Danish Code, Nordea deviates in certain aspects from the Code in 
terms of the appointment of an audit committee chair, management remuneration and performance evaluation of the board of directors as well as recommendations regarding 
takeover bids, corporate social responsibility and tax policy. Nordea also deviates in certain aspects regarding the overall tasks and responsibilities of the board of directors, with 
respect to the company’s purpose, value creation as well as share and capital structure and the annual review of guidelines for the executive management. Nordea further devi-
ates in certain aspects regarding the composition of the board of directors and disclosure about individual board members in the management commentary. 
Corporate governance structure
The corporate governance of Nordea is comprehensive 
and proportionate with respect to the nature, scope and 
diversity of Nordea’s operations to ensure effective 
manage men t in accordance with the prudent conduct 
of  busine ss principles.
The Board is responsible for overseeing the administra-
tion and appropriate organisation of Nordea’s operations, 
while the President and Group CEO is responsible for the 
executive management of Nordea. The main emphasis is 
on the Board undertaking its role in Nordea’s corporate 
governance structure and the interaction with the other 
governing bodies to ensure sound corporate governance, 
including systems for internal control and risk manage-
ment as well as financial reporting.
Corporate governance and the duties of the governing 
bodies of Nordea are defined by the applicable internal and 
external frameworks. The external framework that regulates 
corporate governance includes EU law, such as Directive 
2013/36/EU (CRD IV), Regulation (EU) No 575/2013 (CRR), 
Directive 2014/65/EU (MiFID II) and Regulation (EU) No 
600/2014 (MiFIR), as well as rules and guidelines issued by 
the relevant financial supervisory authorities, such as the 
EBA Guidelines on Internal Governance and the Joint ESMA 
and EBA Guidelines on the assessment of the suitability of 
members of the management body and key function hold-
ers, as well as national level laws, including the Finnish 
Companies Act, the Finnish Act on Credit Institutions, the 
Finnish Accounting Act and the relevant regulations and 
guidelines of the Finnish Financial Supervisory Authority 
(FIN-FSA). Nordea also complies with rules and guidelines 
issued by other relevant financial supervisory authorities as 
well as EU legislation for the financial industry, stock 
exchange rules for each relevant stock exchange and the 
rules and principles of the Code.
The Board has adopted instructions for the President 
and Group CEO specifying the responsibilities of this role 
as well as other charters, policies and instructions for the 
operations of the Nordea Group. Furthermore, Nordea’s 
Code of Conduct provides an ethical framework for the 
conduct of all members of governing bodies and employ-
ees. These mechanisms, together with the Articles of 
Association, the Charter (as defined below) and the 
Committee Charters (as defined below), as well as other 
applicable directives, instructions, protocols and proce-
dures of the Nordea Group constitute the internal frame-
work that regulates corporate governance at Nordea.
The internal framework is designed to enable the prudent 
conduct of business by defining the powers and 
responsibilities of the corporate bodies and employees. 
For more information on the directives, instructions, proto-
cols and procedures in the internal framework, see 
“Sustainabilty Statement" on pages 81–190.
ECB supervision and governance
Nordea is supervised by the European Central Bank (ECB) 
and the FIN-FSA (Single Supervisory Mechanism/SSM), 
and its branches and subsidiaries are supervised by the 
financial supervisory authorities in their respective coun-
tries, as applicable. Under ECB supervision, Nordea is sub-
ject to the same banking supervision and single resolution 
mechanisms as the majority of other European banks in the 
eurozone. The authority interaction function at Nordea is 
Corporate governance structure
External Audit (12) General meetings of shareholders (1) Shareholders’  
Nomination Board (2)
Group Compliance (10)
Group Internal Audit (11)
Internal framework
Articles of Association, the Group Board and Group Board  C ommittee  
charters, the mandate of the President and Group CEO and Nordea’s  Internal 
Control Framework, including Group internal rules, Risk  Managemen t  
Framework, risk culture and strategy
External framework
Legislation, regulation, best practice, stock exchange rules,   
corporate governance code
Group Risk (9) 
President and Group CEO supported by  
the Group Leadership Team (8)
Board Remuneration and  
People Committee (6)
Board Operations and 
 Sustainability Committee (7) Board Risk Committee (5)Board Audit Committee (4)
Elected / appointed by 
Reporting to / informing 
Board of Directors (3)
Numbers in brackets refer to the numbered sections below on pages 60–71.

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Nordea Annual Report 2025 59
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Corporate Governance Statement 2025, cont.
placed in Group Legal, which acts as the single point of 
 contact and the coordinator for supervisory requests and 
interactions, to enable coordinated and consistent commu-
nication between Nordea and its supervisors. Nordea uses 
standardised practices to process supervisory requests and 
on-site inspections, including a case management system 
where all interactions are documented. The Group Leader-
ship Team (GLT) and the relevant committees receive 
authority interaction reports on a regular basis. The Board is 
informed about key authority interactions, including super-
visory review and evaluation process decisions and on-site 
inspection reports. Furthermore, the Board oversees key 
supervisory remediation programmes and approves the 
remediation action plans required by the ECB.
ESG governance
In compliance with relevant legal requirements and 
 supervisory expectations, Nordea has a comprehensive 
approach to ESG governance. ESG factors, serving as 
potential drivers of financial and non-financial risks, have 
been embedded in the Group’s risk management frame-
work as well as in its overall strategy through strategic 
 sustainability priorities.
ESG factors are considered significant potential drivers 
of traditional financial and non-financial risk categories, 
including credit, market, liquidity, capital, compliance and 
operational risks. To ensure robust governance of these 
risks, Nordea has integrated ESG factors into the Group’s 
risk management framework. Each risk type, as included in 
the Nordea Common Risk Taxonomy, has its own dedicated 
risk management framework in which ESG factors are 
included. Nordea’s approach to ESG governance is 
explained below, with a brief overview of relevant respon-
sibilities. For more information, see “Sustainability 
Statement” on pages 81–190.
The Group Board, assisted by its committees, is ulti-
mately responsible for ensuring that an adequate and 
effective system of internal control is established and 
maintained, including for risks driven by ESG-related 
 factors. The Board approves the Group strategy annually, 
where sustainability is embedded, and has ESG oversight 
responsibilities encompassing governance, strategy, target 
setting and operationalisation. 
At management and management committee level, 
ESG-related considerations are integrated into the existing 
processes for decision-making, risk management and 
 control, and escalation. The Group CEO is accountable to 
the Board for managing the Group’s operations and 
organisation, works closely with the Board Chair to plan 
Board meetings and is responsible for developing and 
maintaining effective systems for reporting and internal 
control within the Group. The Chief of Staff is accountable 
for the development of the Group’s strategic sustainability 
priorities and the analysis of emerging topics, ensuring 
that the Group’s sustainability agenda remains aligned 
with developments in the business environment and the 
Group’s long-term net zero commitment. 
The relevant policy framework owner in the second line 
of defence is responsible for ensuring that relevant 
requirements are reflected in Nordea’s Sustainability and 
ESG Policy Framework and for coordinating oversight of 
the policy framework requirements. The responsible 
 second line of defence unit oversees the cascading of the 
Sustainability and ESG Risk Policy Framework require-
ments within the first and second lines of defence. Risk 
areas, within the scope of their existing oversight responsi-
bilities, oversee the alignment of business area and Group 
function strategies to the Group strategy and risk appetite. 
Lastly, the first line of defence is responsible for managing 
sustainability and financial impacts and complying with 
applicable rules in the course of day-to-day business. 
Division of powers and responsibilities
The management and control of Nordea is divided among 
the shareholders (at general meetings), the Board and the 
President and Group CEO, pursuant to the provisions of 
the external framework, the Articles of Association and the 
internal framework set forth by the Board.
General meetings of shareholders (1)
The Annual General Meeting is Nordea’s highest decision- 
making body at which shareholders participate in the 
supervision and control of Nordea through their voting 
rights and right to speak. Applicable regulations and the 
Articles of Association of Nordea determine the matters to 
be dealt with at a general meeting. At the general 
meetings, decisions are taken regarding matters such 
as the financial statements, dividend, election of Board 
 members, the auditor and the sustainability reporting 
assurer as well as remuneration for Board members, the 
auditor and the sustainability reporting assurer. In accord-
ance with applicable laws and regulations, the 
Remuneration Policy for Governing Bodies and the 
Remuneration Report for Governing Bodies are presented 
and adopted through an advisory vote at the general 
meeting. The Remuneration Policy for Governing Bodies 
and the Remuneration Report for Governing Bodies are 
available at nordea.com.  
General meetings are usually held in Helsinki. The 2025 
Annual General Meeting was held on 20 March 2025 at 
Finlandia Hall in Helsinki. According to Nordea’s Articles of 
Association, general meetings may also be held without a 
meeting venue, so-called virtual meetings, as an alterna-
tive to physical or hybrid meetings. 
Information on the decisions of the 2025 Annual 
General Meeting and the minutes are available at
nordea.com. The 2026 Annual General Meeting will be 
held virtually on Tuesday 24 March 2026.
Voting rights
Nordea’s Articles of Association do not contain any provi-
sions on share classes or voting rights. Consequently, all 
shares issued are ordinary shares and carry equal voting 
rights, with each share carrying one vote at general meet-
ings. At general meetings, each shareholder is entitled to 
vote according to the full number of shares they hold or 
represent. Nordea is not entitled to vote on its own shares 
at general meetings under applicable legislation. More 
information about the Nordea share is presented in “The 
Nordea share and external credit ratings” on pages 50–52 
and in “Financial review 2025” on pages 39–40.
Articles of Association
The Articles of Association are available at nordea.com. 
Amendments to the Articles of Association are determined 
by the general meeting pursuant to Finnish law and are 
subject to the review of the Finnish Financial 
Supervisory Authority.
Shareholders’ Nomination Board (2)
Pursuant to the Finnish Act on Credit Institutions, a signifi-
cant credit institution must have a nomination committee 
that consists of board members or a shareholders’ nomi-
nation board that consists of members appointed by the 
shareholders. The Annual General Meeting held in 2019 
decided to establish a permanent Shareholders’ 
Nomination Board. According to its Charter, the 
Shareholders’ Nomination Board is to prepare, annually 
and otherwise when appropriate, proposals for the Annual 
General Meeting for the election of and remuneration for 
the Chair and members of the Board and present the 
 proposals to the Annual General Meeting. The Share-
holders’ Nomination Board must also participate in the 
evaluation and succession planning of the Board and in its 
work consider the diversity policy of Nordea as well as 
perform certain other tasks assigned in its Charter.
The Shareholders’ Nomination Board consists of the 
Chair of the Board of Directors and the four largest share-
holders who on 30 April represent the largest number of 
voting rights in Nordea and wish to participate in the work 
of the Nomination Board.
The composition of the Shareholders’ Nomination 
Board was made public on 14 May 2025. Nordea-fonden 
had appointed Lars Ingemann Nielsen, Cevian Capital had 
appointed Niko Pakalén, Alecta had appointed Daniel 
Kristiansson, and Varma Mutual Pension Insurance 
Company had appointed Timo Sallinen as members of the 
Shareholders’ Nomination Board. Niko Pakalén had been 
appointed Chair of the Shareholders’ Nomination Board. 
On 30 April 2025 the appointed members of the 
Shareholders’ Nomination Board represented approxi-
mately 10.7% of all shares and votes in Nordea. 
Succession planning and process for proposing Board 
members for election by the Annual General Meeting
In order to ensure orderly Board member succession, the 
Shareholders’ Nomination Board works with a succession 
pipeline on an ongoing basis consisting of prospective 
Board member candidates, taking into account the skills 
needed on the Board as a whole and on the various 
 committees of the Board.

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Corporate Governance Statement 2025, cont.
The Shareholders’ Nomination Board evaluates the 
recruitment needs and, if needed, starts the process for 
proposing new Board members. The Shareholders’ 
Nomination Board can employ, at Nordea’s expense, 
a recruitment consultant and other external resources 
needed for the Shareholders’ Nomination Board to 
 perform its duties.
As part of the evaluation of recruitment needs, the Chair 
of the Board provides input on the competencies and skills 
needed for the Board and identified potential competen-
cies and skills gaps. The Shareholders’ Nomination Board 
is also presented with the results of the Board’s annual 
self-evaluation and suitability assessment.
The process for proposing new Board members normally 
starts with the Shareholders’ Nomination Board deciding 
on a shortlist of prospective candidates. The profiles and 
qualifications of these prospective candidates are assessed 
and interviews with the candidates are arranged. As part of 
the process, the President and Group CEO may be offered 
the possibility to give views on needed Board member skills 
and profiles and to meet with the Board candidates.
The Shareholders’ Nomination Board proposals on the 
number of Board members and on the election of the 
Chair of the Board and the members of the Board for the 
Annual General Meeting are published in a stock 
exchange release and on Nordea’s website. The proposals 
must be made in such time that they can be included in 
the notice of the Annual General Meeting. The proposals 
are presented at the Annual General Meeting.
Prior to the 2026 Annual General Meeting, the 
Shareholders’ Nomination Board, constituted in the spring 
of 2025, held five meetings. Each member participated in 
all the meetings and decision-making of the Shareholders’ 
Nomination Board apart from the Chair of the Board, who 
did not participate in the preparation or decision-making 
where he had a conflict of interest.
Members of the Shareholders’ Nomination Board
Niko Pakalén, Chair of the  
Shareholders’ Nomination Board
Master of Science (Economics) 
Born 1986
Gender: Male
Partner, Cevian Capital
Lars Ingemann Nielsen
Master of Science (Mathematical Finance and 
Economics)
Born 1961
Gender: Male
Executive Vice President and CFO, Nordea-fonden
Daniel Kristiansson
Master of Science (Business Administration)
Born 1974 
Gender: Male
Governance and Stewardship Specialist, Alecta
Timo Sallinen 
Master of Science (Economics) 
Born 1970 
Gender: Male
Director, Head of Listed Securities, Varma Mutual 
Pension Insurance Company
Sir Stephen Hester
BA Honours – 1st class (Politics, Economics, 
Philosophy) 
Born 1960
Gender: Male
Chair of the Board of Directors of Nordea Bank Abp
The proposals of the Shareholders’ Nomination Board  
are presented in the notice of the 2026 Annual General 
Meeting and are also available at nordea.com.
Board of Directors (3)
The Board of Nordea is charged with the organisation of 
Nordea and the administration of Nordea’s operations and 
the overall management of the Nordea Group’s affairs in 
accordance with the external and internal frameworks.
Composition and competence of the Board
According to the Articles of Association, the Board must 
consist of not less than 6 and not more than 15 members. 
The term of office for Board members is one year and 
expires at the end of the Annual General Meeting follow-
ing the election. Nordea does not have a specific retire-
ment age for Board members, nor does it have a specific 
time limit for how long a Board member may serve on the 
Board. In its work, the Shareholders’ Nomination Board 
considers both the need for continuity and for retaining 
adequate experience on the Board as well as the need for 
gradual refreshment of knowledge and experience on the 
Board. According to the Code, if a Board member has 
served as a member for more than ten consecutive years, 
this must be taken into consideration when conducting the 
overall evaluation of independence. Furthermore, applica-
ble European regulatory requirements of the banking 
 sector are taken into account in the evaluation.
The Board has adopted a diversity policy that estab-
lishes the principles of diversity. According to the Diversity 
Policy, all Board member nominations must be based on 
merit with the prime consideration being to maintain and 
enhance the Board’s overall effectiveness. Within this, a 
broad set of qualities and competencies is sought for and 
it is recognised that diversity, including age, gender
1, 
 geographical provenance and educational and profes-
sional background, is an important factor to take into 
 consideration. Nordea’s objective is to have a fair, equal 
and balanced representation of gender and other diversi-
fying factors on the Board collectively. With regard to 
 gender balance, the Board’s composition is aimed to be 
aligned with the Nordea Group’s ambition of each gender 
to have at least 40% representation.
The composition of the Board must reflect the require-
ments of Nordea’s operations and development stage.  
A Board member must have the competencies required by 
the position and the possibility to devote sufficient time to 
attend to the Board duties. The number of Board members 
and the composition of the Board must be such that they 
enable the Board to undertake its duties efficiently. 
To support meeting the above requirements and objec-
tives, the Shareholders’ Nomination Board strives to 
ensure that the Board as a collective forms a fair, equal 
and balanced representation of gender and other diversi-
fying factors, including: i) the Board’s composition being 
aligned with Nordea’s Diversity Policy, ii) the Board having 
members representing each of Nordea’s operating coun-
tries in the Nordics: Finland, Sweden, Denmark and 
Norway, iii) an educational and professional background 
and iv) age diversity.
The Board conducts a self-evaluation process annually, 
through which the performance and the work of the Board 
are evaluated for the purpose of continuously improving 
the Board’s work and efficiency. The evaluation is based on 
methodology that includes questionnaires to evaluate the 
Board as a whole, the Chair and the individual Board mem-
bers. From time to time, Nordea engages an external party 
to assist in the Board’s annual self-evaluation for an objec-
tive view. The result of the self-evaluation process is further 
discussed by the Board and presented to the Shareholders’ 
Nomination Board by the Chair of the Board.
In accordance with applicable European regulatory 
requirements, a suitability assessment of the individual 
Board members and of the Board as a whole is completed 
annually and in connection with the selection process for 
new Board members. The annual suitability assessment 
for 2025 concluded that the Board members individually 
and collectively possess the requisite knowledge of and 
experience in the social, business and cultural conditions 
of the regions and markets in which the main activities of 
Nordea and the Nordea Group are carried out, exhibiting 
adequate diversity and breadth of qualities and compe-
tencies, and that the gender distribution is well-balanced.
1) “Gender ” refers to biological or legal sex. To be compliant with regulatory restric-
tions on sensitive data, Nordea does not register gender identity. However, Nordea 
welcomes and enables self-identification of gender identity.

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Nordea Annual Report 2025 61
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Corporate Governance Statement 2025, cont.
Board training 
To enable a good understanding of Nordea’s organisation 
and structure, business model, risk profile and governance 
arrangements, new Board members participate in an 
 induction programme, covering, among other things, areas 
related to Nordea’s structure and business model, risk pro-
file, governance, Board responsibilities, business strategy, 
financials and risk management as well as relevant laws and 
regulations. Depending on the individual needs of the Board 
members, further training on specific subjects is arranged in 
order to maintain and deepen relevant knowledge.
Board members also receive annual training based on 
their individual and collective needs as well as in accord-
ance with regulatory and supervisory requirements. The 
annual training plan is designed to cover the key risk areas 
of Nordea and ensure up-to-date knowledge of identified 
relevant knowledge areas. The training activities also take 
into account the results of the annual self-evaluation and 
suitability assessments of the Board as well as input on 
identified training needs from senior management.
In 2025 the Board received approximately 14 hours of 
training as part of the annual training plan, requested ad 
hoc training and strategy sessions in line with industry 
best practice. As part of the annual training plan, the 
Board received training in several key areas, including IT 
infrastructure, information security, capital, liquidity and 
funding, market and model risk, credit risk, internal 
ratings- bas ed approach and models, financial reporting, 
financial crime, ESG topics, people matters as well as 
 compliance and governance topics. 
Work of the Board 
The Board elects the Vice Chair and appoints the members 
of the Board committees. The Board has adopted written 
working procedures governing its work, which also describe 
the management and risk reporting to the Board (the 
“Charter”), and separate working procedures for the work 
carried out by each of the Board committees (the 
“Committee Charters”). For example, the Charter deter-
mines the Board’s and the Chair’s respective areas of 
responsibility, documentation and quorum as well as the 
frequency of meetings. It also contains rules regarding 
 conflicts of interest, confidentiality and the Board Secretary.
The Board is charged with the organisation of Nordea, 
the administration of Nordea’s operations and the overall 
management of the Nordea Group’s affairs in accordance 
with the external and internal frameworks and its Charter. 
The Board must ensure that Nordea’s legal and organisa-
tional structure is appropriate and transparent with a clear 
allocation of functions and areas of responsibility that 
ensures sound and effective governance, avoids the crea-
tion of complex structures and enables supervisors to 
 conduct efficient supervision.
The Board regularly follows up on Nordea’s strategy, 
business development as well as Nordea’s financial posi-
tion and performance. Furthermore, the Board regularly 
updates the policies and internal rules on governance and 
control on which it has decided. The Board also reviews 
the risk appetite and regularly follows up on relevant risks, 
capital and liquidity.
Significant organisational changes, certain senior manage-
ment appointments as well as mergers and acquisitions and 
other resolutions of significance are other matters dealt with 
by the Board. For example, in 2025 the Board approved the 
Nordea Group strategy and the 2030 financial targets and 
closely monitored and analysed geopolitical developments 
and adverse scenarios. The Board also handled matters 
related to digitalisation, cyber security, sustainability, internal 
control and compliance, risk reduction, people matters, finan-
cial crime, share buy-backs and dividends as well as moni-
tored business area, technology and data strategy execution. 
The Board is ultimately responsible for ensuring that an ade-
quate and effective system of internal control is established 
and maintained. Group Internal Audit annually provides the 
Board with an assessment of the overall effectiveness of gov-
ernance and the risk and control framework, together with 
an analysis of themes and trends emerging from internal 
audit work and their impact on the organisation’s risk profile. 
 Further information regarding internal control at Nordea is 
provided on page 70 under “Internal Control Framework”.
The Board regularly meets the external auditor. In addi-
tion, the auditor in charge regularly attends the meetings 
of the Board Audit Committee.
In 2025 the Board held 14 meetings, of which 6 were 
held per capsulam. For more information, see the table 
on page 67.
Time commitment
Board members must be able to commit sufficient time to 
perform their duties and comply with the rules on the limi-
tation on the number of directorships. The acceptable 
number of directorships is subject to both the Finnish Act 
on Credit Institutions and market expectations. Based on 
the regulatory requirements and market expectations, 
reflected for example in the policies of proxy advisers and 
institutional investors, a Board member, including the 
position on the Nordea Board, may 
1. hold a maximum of one (1) executive directorship and 
two (2) non-executive directorships, or four (4) non- 
executive directorships, unless the ECB has granted an 
exemption which may be sought on a case-by-case basis
2. subject to fulfilling the requirements under item 1 above, 
hold no more than five (5) mandates in publicly listed 
companies, where a non-executive directorship counts 
as one (1) mandate, a non-executive chair position 
counts as two (2) mandates and a position as executive 
director (or a comparable role) is counted as three (3) 
mandates
3. regardless of the above, not hold the position of an 
 executive director (or a comparable role) in a publicly 
listed company and of a non-executive chair in another 
publicly listed company.
There are certain exceptions to the requirements above, 
for example directorships held within the same group of 
undertakings and in entities with predominantly non- 
commercial objectives. The Nomination Board will assess 
the Board members’ current and planned time commit-
ments outside Nordea annually in preparing their proposal 
for the Board composition to the Annual General Meeting.
The Board consists of 12 ordinary members and 1 dep-
uty member. Of these Board members, 10 (6 men and 4 
women) were elected by the Annual General Meeting held 
on 20 March 2025. The Board members elected by the 
2025 Annual General Meeting are Sir Stephen Hester 
(Chair), Lene Skole (Vice Chair), Petra van Hoeken, John 
Maltby, Risto Murto, Lars Rohde, Per Strömberg, Jonas 
Synnergren, Arja Talma and Kjersti Wiklund. 
In addition to the Board members elected by the 
Annual General Meeting, 3 ordinary members and 1 
deputy member are elected by the employees of the 
Nordea Group. After Gerhard Olsson stepped down in 
September 2025, there have been 2 ordinary employee- 
elected Board members and 1 deputy employee-elected 
Board member. The employee-elected Board members 
until the end of the 2026 Annual General Meeting are 
Joanna Koskinen, Jørgen Suo Lønnquist (ordinary 
 members) and Kasper Skovgaard Pedersen (deputy 
 member). The election procedure for the employee- 
elected Board members deviates from Recommendation 
5 “Election of the Board of Directors” of the Code. The 
 reason for this deviation is an agreement on employee 
representation entered into by Nordea and an employee 
representation body under the Finnish Act on Employee 
Involvement in European Companies and European Social 
Cooperatives as well as the Finnish Act on Personnel 
Representation in the Company Administration in 
 connection with the cross-border merger effectuating 
the redomiciliation to Finland in 2018.
The President and Group CEO of Nordea is not a mem-
ber of the Board. The composition of the Board is set out 
on page 60, and further information regarding the Board 
members elected by the Annual General Meeting and the 
employee-elected Board members is presented in the 
 sections “Board of Directors” and “Employee-elected 
Board members” on pages 63–65. 
Board shareholdings
In 2023 the Board of Nordea adopted a shareholding 
 recommendation for Board members whereby it is 
 recommended that the shareholding of a Board member 
corresponds to a minimum of 33% of the member’s total 
annual fees. The recommendation aligns the Board mem-
bers’ interests with the long-term interests of the share-
holders in an appropriate and balanced manner. For more 
information, see the Board shareholdings on pages 63–65.
Independence of the Board
Nordea complies with applicable requirements regarding 
the independence of the Board in accordance with appli-
cable European regulatory requirements and Finnish laws 
and regulations as well as the requirements of the Code. 
Under the Code, the majority of board members must be

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Nordea Annual Report 2025 62
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Corporate Governance Statement 2025, cont.
independent of the company, and at least two board 
members who are independent of the company must also 
be independent of the significant shareholders of the 
company. The Board meets this requirement.
The Board considers all its members to be independent 
of Nordea’s significant shareholders and all the members 
elected by the shareholders at the 2025 Annual General 
Meeting to be independent of Nordea in accordance with 
the Code1. No Board member elected by the shareholders 
at the 2025 Annual General Meeting is employed by or 
works in an operative capacity at Nordea. The ordinary 
Board members and the deputy Board member elected by 
the employees are employed by the Nordea Group and are 
therefore not independent of Nordea according to the Code.
The independence of each Board member is also shown 
in the table on page 67.
Chair
The Chair of the Board is elected by the shareholders at 
the Annual General Meeting. The Board meets according 
to its annual meeting schedule and as necessary. The 
Chair ensures that the Board’s work is conducted effi-
ciently and that the Board fulfils its duties. The Chair leads 
and organises the Board’s work, maintains regular contact 
with the President and Group CEO and ensures that the 
Board receives sufficient information and documentation, 
that the work of the Board is evaluated annually and that 
the Shareholders’ Nomination Board is informed of the 
result of the evaluation.
1)  A ccording to the Code, a significant shareholder is a shareholder who holds at 
least 10% of all company shares or the voting rights carried by all the shares or 
who has the right or obligation to acquire the corresponding number of already 
issued shares.
Board skills matrix and information on Board composition 1
Identified key knowledge areas Board members’ knowledge, skills and  e xperience
Banking and finance           
Insur
ance industry           
CE
O experience           
Str
ategy and business           
ESG and gr
een transition            
Digit
alisation, IT, data and cyber security           
A
ccounting and auditing           
Go
vernance and regulatory environment            
In
ternal control           
Risk managemen
t           
P
eople and remuneration           
 Exper t knowledge   Good kno wledge   Basic kno wledge  
1) Excluding employee-elected Board members.
Terms of office
3-7 years
70% 
<3 years
30%
Geographical representation
Nordic 
countries 70%
United 
Kingdom 20% 
Europe 
(excluding 
Nordics) 10% 
Gender diversity
Male
60%
Female
40%

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Nordea Annual Report 2025 63
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Board of Directors
Sir Stephen Hester, Chair
BA Honours (Politics, Economics, Philosophy) – 1st class
Board member since 2022 and Chair since 2022
Born 1960
Gender: Male
Nationality: British
Other assignments: Chair of board, easyJet and  
Lead Independent Director, Kyndryl
Sir Stephen Hester is a well-known and highly experienced international business  
leader. He has an extensive financial services track record internationally as well as  
in the Nordics. These roles have encompassed retail, commercial and investment bank-
ing at a global scale as well as insurance and asset/wealth management. Sir Stephen 
Hester is Chair of easyJet and an Independent Director of Kyndryl. He was knighted in 
the UK’s 2024 New Year Honours list for services to business and the economy. 
Previous positions:
2016–2022 Senior Independen t Director, Centrica
2014–2021 Gr oup Chief Executive, RSA Insurance Group 
2008–2013 Gr oup Chief Executive, Royal Bank of Scotland 
2008 Non-Ex ecutive Deputy Chair, Northern Rock 
2004–2008 Gr oup Chief Executive, British Land
2002–2004 Chie f Operating Officer and CFO, Abbey National 
2000–2001 Gl obal Head of Fixed Income, Credit Suisse First Boston
1996–2000 CF O and Head of Support Division, Credit Suisse First Boston
1986–1996 V arious senior positions, Credit Suisse First Boston
Shareholding in Nordea: 90,260.
Lene Skole, Vice Chair
BCom (Finance) 
Board member since 2022 and Vice Chair since 2023
Born 1959
Gender: Female
Nationality: Danish
Other assignments: CEO of the Lundbeck Foundation,  
Deputy Chair of ALK-Abelló A/S
1, H. Lundbeck A/S1,  
Falck A/S1 and Chair of Ørsted A/S
Since 2014 Lene Skole has been the CEO of the Lundbeck Foundation, one of the 
largest enterprise foundations in Denmark. She has extensive experience within the 
insurance sector, gained through board memberships for the past 13 years. She also 
holds extensive board membership experience within various other sectors, such as 
healthcare and renewable energy. 
Previous positions:
2020–2024 Member of the Committee on Foundation Governance
2010–2022 Boar d member, Tryg A/S and Tryg Forsikring A/S
2017–2018 Deputy Chair, TDC A/S
2006–2014 Boar d member, DFDS A/S
2005–2014 Ex ecutive Vice President, CFO, Coloplast
2000–2005 CF O, A.P. Møller – Mærsk, UK (The Maersk Company, UK)
2002–2003 E uropean CFO, A.P. Møller – Mærsk
1997–2000 Vic e President, Finance, A.P. Møller – Mærsk
Shareholding in Nordea: 29,031.
1) Board positions included in the position as CEO of the Lundbeck Foundation.
Petra van Hoeken
Master in Civil Law
Board member since 2019
Born 1961
Gender: Female
Nationality: Dutch
Other assignments: Non-Executive Director and Chair of the Audit Committee of 
NSI N.V., supervisory board member of ASN Bank (formerly Volksbank N.V.), Chair 
of the Advisory Committee for Credit for the Dutch Ministry of Economic & Climate 
Affairs and board member of Stichting for the Holding and Administration of 
Shares under the Shell Employee Share Plans.
Petra van Hoeken is an experienced banking professional with a strong background 
as chief risk officer within the financial industry. She has previously been a board 
member of, among others, Nederlandse Waterschapsbank NV, De Lage Landen and 
Utrecht-America Holdings.
Previous positions:
2017–2025  Member o f the Advisory Council for Donations, Leiden University
2017–2025  Boar d member, Oranje Fonds 
2024–2025  Non-Ex ecutive Director and board member, Virgin Money UK
2015–2023 Boar d member, Nederlandse Waterschapsbank NV
2019–2020  Ex ecutive Committee member and Chief Risk Officer of 
Intertrust Group
2018–2019  Boar d member, De Lage Landen, DLL
2016–2019 Boar d member, Utrecht-America Holdings, Inc
2016–2019  Managing boar d member and Chief Risk Officer, Coöperatieve 
 Rabobank U.A.
2012–2016  Managing boar d member and Chief Risk Officer, NIBC Bank NV
2008–2012 Chie f Risk Officer, EMEA, The Royal Bank of Scotland Plc
1986–2008  V arious management and other positions, ABN AMRO Bank NV, 
Amsterdam, Madrid, Singapore, Frankfurt and New York
Shareholding in Nordea: 7,326.
John Maltby
BSc Honours (Engineering Science)
Board member since 2019
Born 1962
Gender: Male
Nationality: British
Other assignments: Chair of Allica Bank, West Bromwich  
 Building Society and Max Nicholas Renewables
John Maltby is an experienced board member in financial services and has  
previously held positions in Bluestep Bank AS, Tandem Bank, Bank of Ireland  
and Simplyhealth Group. He currently chairs the boards of Allica Bank, West  
Bromwich Building Society and Max Nicholas Renewables. 
Previous positions:
2017–2022 Boar d member, National Citizens Service (NCS) Trust 
2018–2021 Boar d member, Simplyhealth Group
2015–2019 Boar d member, Bank of Ireland, UK
2012–2019 Chair , Good Energy Group Plc
2015–2018 Boar d member, Tandem Bank
2015–2017 Chair , Bluestep Bank AS
2013–2015 Chie f Executive Officer, Williams & Glyn
2012–2013 Senior Adviser, Corsair Capital
2007–2012 Gr oup Director, Commercial, Lloyds Banking Group
2000–2007 Chie f Executive Officer, Kensington Group Plc
1998–2000 Ex ecutive Director, First National Group, Abbey National Plc
1994–1998 Chie f Executive Officer, Lombard Tricity, NatWest Group Plc
1992–1994 Deputy Dir ector, Barclays Bank Plc
1989–1992 Managemen t Consultant, Price Waterhouse Consultancy  
1983–1989 Manager , Andersen Consulting
Shareholding in Nordea: 8,241.

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Nordea Annual Report 2025 64
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Board of Directors, cont.
Risto Murto 
PhD (Economics)
Board member since 2023 
Born 1963
Gender: Male
Nationality: Finnish
Other assignments: President and Chief Executive Officer of Varma Mutual Pension 
Insurance Company, Chair of the Securities Market Association, Vice Chair of the 
board of Sampo Plc, board member of the Finnish Pension Alliance TELA and 
Finance Finland. 
Risto Murto has extensive experience within pensions, insurance, investments and 
financial markets, both as a board member and as a member of executive manage-
ment. Since 2014 he has been the President and Chief Executive Officer of Varma 
Mutual Pension Insurance Company, an earnings-related pension insurance 
company.
Previous positions:
2016–2025  Super visory board member, the Finnish National Opera and Ballet 
2020–2025  Super visory board member, the Finnish Cultural Foundation 
2020–2025  Chair o f the board, E2 Research
2022–2023 B oard member, the Finnish Canoeing and Rowing Federation
2014–2023 Vic e Chair, Wärtsilä Corporation 
2019–2022 Boar d member, Finance Finland
2014–2022 A dvisory board member, the VATT Institute for Economic Research
2010–2015 Boar d member, Kaleva Mutual Insurance Company
2014–2016 Boar d member, Finance Finland 
2012–2015 Boar d member, Nokian Tyres
2006–2013 Boar d member, Kojamo Oyj
2000–2005 Managing Dir ector, Opstock Ltd
1997–2000 Head o f Equities and Research, Opstock Ltd
1993–1997 Head o f Research, Erik Selin Ltd
Shareholding in Nordea: 11,192.
Lars Rohde
Masters (Economics & Management)
Board member since 2024 
Born 1954
Gender: Male
Nationality: Danish
Other assignments: Board member of Aarhus University, Nadija Children’s Hospital 
& Research Institute, VIA Equity and Ole Faarup Art Foundation.
Lars Rohde is recognised as a leading banking professional with a profound under-
standing of the Danish financial sector and society. During his 40-year career in the 
banking industry, he has held positions both as a commercial finance executive and 
as a financial services official. From 2013 to 2023 he served as the Chairman of the 
Board of Governors of Danmarks Nationalbank and prior to this, as the CEO of ATP, 
the largest pension company in Denmark. 
Previous positions:
2013–2023 Chairman o f the Board of Governors, Danmarks Nationalbank
2011–2012 Boar d member, Aarhus University
2011–2012 Boar d member, FIH Ehrenversbank
2010–2011 Boar d member, FIH Holding
1998–2013 CE O, Labour Market Supplementary Pension
1997–1998 Deputy Managing Dir ector, RealKredit Danmark
1993–1996 Boar d member, Copenhagen Stock Exchange
1992–1997 Dir ector, RealKredit Danmark
1992–1998 Boar d member, the Danish Mortgage Credit Council
1989–1992  F und Director, RealKredit Danmark
1985–1988 E conomist, investments, the Doctors’ Pension Fund
1988–1989 Managing Dir ector, the Doctors’ Pension Fund
1987–1993  P art-time lecturer, Department of Finance, Copenhagen Business 
School
1982–1984 E conomist, Danmarks Nationalbank
1981–1982 E conomist, Arbejdernes Landsbank
Shareholding in Nordea: 4,070.
Per Strömberg
MSc (Business and Economics) 
Board member since 2023 
Born 1963
Gender: Male
Nationality: Swedish
Other assignments: Board Chairman of PostNord and board member of Eduviva 
Group 
Per Strömberg has served as a chief executive officer of several companies over the 
past 17 years and has a wide range of experience within retail, consumer goods, 
brand and digitalisation. Before joining Nordea as a Board member, he held the 
position of President and Chief Executive Officer at ICA Gruppen, a leading Swedish 
retail company, for 11 years. Currently he is the board Chairman of PostNord AB and 
a board member of Eduviva Group. 
Previous positions:
2023–2025  Boar d member, ICA Gruppen
2012–2022 Pr esident and Chief Executive Officer, ICA Gruppen
2007–2012 Pr esident and Chief Executive Officer, Lantmännen
2006–2007 Pr esident and Chief Executive Officer, Sardus AB
2003–2006  Managing Dir ector, Sweden & Nordic Category Director, Coffee & 
Food, Kraft Foods Sweden
2001–2003  Managing Dir ector, Denmark & Nordic Category Manager, Coffee, 
Kraft Foods Denmark
1999–2001  Dir ector, Business Development, Coffee Europe, Kraft Foods 
International
1998–1999 Gener al Manager, Kraft Freia Marabou
Shareholding in Nordea: 10,000.
Jonas Synnergren
MSc (Economics and Business)
Board member since 2020 
Born 1977
Gender: Male
Nationality: Swedish
Other assignments: Senior partner at Cevian Capital AB, Head of  
Cevian Capital’s Swedish office, board member of LM Ericsson
Jonas Synnergren is a senior partner at Cevian Capital AB and Head of Cevian  
Capital’s Swedish office since 2012 and has experience in financial services and 
asset management. He is a board member and member of the Remuneration Com-
mittee and Audit and Compliance Committee of LM Ericsson and has previously 
been a board member of Tieto Corporation and Veoneer Inc.
Previous positions:
2018–2022 Boar d member, Veoneer Inc
2012–2019 Boar d member, Tieto Corporation
2006  In terim CEO and Head of Investor Relations & Business Development, 
Svalan Konsortier AB
2000–2006  Se veral positions, Boston Consulting Group AB
Shareholding in Nordea: 8,500.

===== SIDA 66 =====

Nordea Annual Report 2025 65
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Board of Directors, cont.
Arja Talma
MSc (Economics) and Authorised Public Accountant,  
EMBA, École nationale des ponts et chaussées
Board member since 2022
Born 1962
Gender: Female
Nationality: Finnish
Other assignments:
 Chair of the board of  V erkkokauppa.com Oyj,  
board member of Metso Oyj and Glaston Corporation
Arja Talma has a strong track record from board and audit committee positions 
held in listed and regulated companies such as Metso Oyj, Verkkokauppa.com, 
 Glaston and Aktia Bank Plc. She has extensive experience as a CFO  
and from various industries as a board member and senior executive.
Previous positions:
2020–2023 Boar d member, Metso Outotec Oyj
2013–2022 Boar d member, Aktia Bank Plc 
2016–2021 Chair o f board, Serena Properties AB 
2018–2020 Chair o f board, Onvest Oy 
2016–2020 Boar d member, Metso Corporation 
2016–2020 Boar d member, Posti Group Plc 
2017–2018 Boar d member, Mehilainen Oy 
2007–2017 Boar d member, Sponda Plc 
2015–2017 Boar d member, Norvestia Plc
2013–2015 Super visory board member, Varma Pension Insurance Company 
2015 Boar d member, Nordic Cinema Group AB (publ.)
2013–2015  Senior Vic e President, Store Sites and Investments, Kesko Corporation
2011–2013 Pr esident, Rautakesko Ltd 
2006–2012 Boar d member, VR Group Ltd 
2008–2012 Boar d member, Luottokunta
2004–2011  Senior Vic e President, Chief Financial Officer, other senior positions, 
Kesko Corporation
2001–2003 Ex ecutive Vice President, Oy Radiolinja Ab
Shareholding in Nordea: 10,000.
Kjersti Wiklund 
MSc (Electronic Engineering), MBM
Board member since 2022 
Born 1962
Gender: Female
Nationality: Norwegian
Other assignments: Board member of AutoStore Holdings Ltd and  
Evelyn Partners
Kjersti Wiklund has been a member of the boards of a number of high-tech  
companies for more than 20 years. She currently holds board memberships,  
including board audit and risk  c ommittee memberships, in companies with heavy 
technology focus at AutoStore Holdings Ltd and Evelyn Partners.
Previous positions:
2017– 2025 Boar d member, Spectris plc
2020–2023 Boar d member, Zegona plc
2018–2022 Boar d member, Babcock plc 
2019–2022  Boar d member, Trainline plc
2018–2020 Chair o f Saga Robotics AS 
2015–2018  Boar d member, Laird plc
2013–2017 Boar d member, Cxense ASA
2014–2016 Dir ector, Group Technology Operations, Vodafone Group
2011–2014 Ex ecutive Vice President and COO, VimpelCom Russia
2011 A cting Group CTO, VimpelCom Group
2009–2011 Deputy CE O and CTO, Kyivstar GSM
2007–2009  Ex ecutive Vice President and CTO, DiGi Telecom
2005–2009 Boar d member, Fast Search and Transfer ASA
2005–2007 Ex ecutive Vice President and CIO, Telenor Nordic
2004–2005 Ex ecutive Vice President and CIO, Telenor Norway
2003–2004 Vic e President and CTO, Telenor Norway
2002 Vic e President, Strategy and Products, Telenor Enterprise
2000–2002  Ex ecutive Vice President and Head of Network Management 
 Software Division, EDB Telescience Ltd
Shareholding in Nordea: 11,000.
Employee-elected Board members1
Joanna Koskinen
MBA International Business  
Management
Board member since 2021 
Born 1977
Gender: Female
Professional at Nordea
Shareholding in Nordea: 0. 
Jørgen Suo Lønnquist
Master of Management
Board member since 2024 
Born 1980
Gender: Male
Head of Union in Nordea Norway
Shareholding in Nordea: 0.
Kasper Skovgaard Pedersen
MSc Agricultural Economics and 
Development
Board member since 2023
Born 1978
Gender: Male
(Deputy until 24 March 2026)
President of Finansforbundet in  
Nordea (Denmark)
Shareholding in Nordea: 0.
1) Gerhar d Olsson was an employee-elected Board member until 5th September 2025.

===== SIDA 67 =====

Nordea Annual Report 2025 66
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Board of Directors, cont.
Board committees
In accordance with the external framework and in order to 
increase the effectiveness of the Board work, the Board 
has established separate working committees to assist the 
Board in preparing matters falling within the competence 
of the Board and in making decisions in matters delegated 
by the Board. The duties of the Board committees as well 
as working procedures are defined in the Committee 
Charters. In general, the Board committees do not have 
autonomous decision-making powers and each committee 
regularly reports on its work to the Board. Nordea follows 
the legal requirements and complies with the Code in 
terms of Board committees.
Board Audit Committee (4)
The Board Audit Committee (BAC) assists the Board in 
 fulfilling its oversight responsibilities, for instance by 
 monitoring the Nordea Group’s financial and sustainability 
reporting process and system and by providing recom-
mendations or proposals to ensure their reliability (includ-
ing the efficiency of the internal control and risk manage-
ment system), by monitoring the effectiveness of Group 
Internal Audit, by keeping itself informed as to the statu-
tory audit of the annual and consolidated accounts and 
the assurance of the sustainability reporting and by 
reviewing and monitoring the impartiality and independ-
ence of the external auditors, including the offering of 
 services other than auditing services by the auditors, by 
preparing a recommendation of appointment of Nordea’s 
auditor and of the sustainability assurer and by reviewing 
the Group’s tax strategy and tax policy as well as by taking 
care of the responsibilities of the audit committee pursu-
ant to applicable legal requirements. The BAC also assists 
the Board in monitoring and assessing how related party 
transactions meet the requirements of ordinary activities 
and are at arm’s length terms. Further information is 
 presented in the section “Principles for related party 
 transactions” on page 72. The committee also reviews the 
integrity, independence and effectiveness of the whistle-
blowing mechanism Raise Your Concern.
Members of the BAC are John Maltby (Chair), Petra van 
Hoeken, Lene Skole and Arja Talma. Generally, the Chief 
Audit Executive, the Chief Financial Officer, the Chief Risk 
Officer and the external auditor of Nordea are present at 
the meetings of the BAC with the right to participate in 
discussions but not in decisions.
The Board annually appoints the members and the 
Chair of the BAC. The BAC must have at least three com-
mittee members who are members of the Board. The 
Chair of the BAC must not be the Chair of the Board or of 
any other Board committee. None of the members of the 
BAC may be employed within the Nordea Group or partici-
pate in the day-to-day management of Nordea or a com-
pany of the Nordea Group. The majority of the members of 
the BAC must be independent of Nordea. At least one of 
the members of the BAC who is independent of Nordea 
must also be independent of Nordea’s significant share-
holders and have sufficient expertise in accounting and/or 
auditing. The committee members must have the exper-
tise and experience required for the performance of the 
responsibilities of the BAC. For more information, see the 
table on page 67.
Board Risk Committee (5)
The Board Risk Committee (BRIC) assists the Board in ful-
filling its oversight responsibilities concerning manage-
ment and control of risks, risk frameworks and appetite as 
well as controls and processes associated with the Nordea 
Group’s activities, including financial and non-financial 
risks such as capital, credit, market, liquidity, concentra-
tion, compliance, conduct, model, operational, information 
security, IT, ESG and other strategic risks.
The duties of the BRIC include reviewing and making 
recommendations on the Nordea Group’s risk and compli-
ance governance as well as reviewing the development of 
the Group’s Internal Control Framework, including the Risk 
Management Framework, in reference to the development 
of the Group’s risk profile and changes in the regulatory 
framework. In addition, the BRIC reviews and makes rec-
ommendations regarding the Group’s risk appetite and 
risk strategy. Furthermore, the BRIC reviews resolutions 
made by a Group entity concerning credits or credit limits 
above certain amounts as well as the performance of the 
credit portfolio.
Members of the BRIC are Petra van Hoeken (Chair), John 
Maltby, Risto Murto, Lars Rohde and Kjersti Wiklund. 
Generally, the Chief Risk Officer, the Chief Compliance 
Officer and the Chief Audit Executive are present at the 
meetings with the right to participate in discussions but not 
in decisions. Other senior executives are present at meet-
ings when relevant. 
The Board annually appoints the Chair and members of 
the BRIC. The BRIC must have at least three committee 
members who are members of the Board. The Chair of the 
BRIC must not be the Chair of the Board or of any other 
Board committee. The BRIC must be composed of mem-
bers of the Board who are not employed within the Group. 
The members of the BRIC, including the Chair, must be 
independent. Members of the BRIC must individually and 
collectively have appropriate knowledge, skills and exper-
tise concerning risk management and control practices.
For more information, see the table on page 67.
Board Remuneration and People Committee (6)
The Board Remuneration and People Committee (BRPC) 
is responsible for preparing and presenting proposals to 
the Board on remuneration, diversity and inclusion, key 
leadership selection, assessment and succession planning 
and talent management matters. When preparing propos-
als on remuneration, the long-term interests of share-
holders, investors and other stakeholders in Nordea 
must be taken into account.
At least annually, the BRPC follows up on the application 
of Nordea’s Remuneration Policy, overseeing its functional-
ity, including the use of variable pay adjustments, through 
an independent review by Group Internal Audit and 
assesses Nordea’s remuneration directive and remunera-
tion system with the participation of appropriate control 
functions. In addition, the BRPC supports the Board with 
the preparation of the Remuneration Policy for Governing 
Bodies and the Remuneration Report for Governing Bodies. 
The BRPC also has the duty of annually monitoring, evalu-
ating and reporting to the Board on the programmes for 
variable remuneration for members of the Group 
Leadership Team (GLT) and the Chief Audit Executive. At 
the request of the Board, the BRPC also prepares other 
issues of principle for the Board’s consideration.
The remit of the BRPC also includes support to the 
Board in considering the Group Board Diversity Policy and 
Statement as well as monitoring the impact of diversity 
and inclusion policies and practices within Nordea and the 
review and assessment of talent management.
The BRPC also reviews succession plans, the perfor-
mance of the members of the GLT and the Chief Audit 
Executive and the structure and composition of as well as 
the selection criteria and process for the GLT and advises 
on proposed GLT appointments together with the 
Shareholders’ Nomination Board.
Members of the BRPC are Sir Stephen Hester (Chair), 
Per Strömberg, Arja Talma and Joanna Koskinen 
(employee- el ected Board member). Gerhard Olsson 
stepped down as an employee-elected Board member in 
September 2025 and was replaced by Joanna Koskinen. 
Generally, the Chief People Officer and the President and 
Group CEO are present at the meetings with the right to 
participate in discussions but not in decisions.
Neither the Chief People Officer nor the President and 
Group CEO participates in considerations regarding their 
respective employment terms and conditions.
The Chair and the members of the BRPC are appointed 
annually by the Board. The BRPC must have at least three 
committee members.
The Chair and the majority of the members of the BRPC 
must be Board members who are independent of Nordea 
and not employed by the Nordea Group. The President 
and Group CEO or the other executives must not be 
 members of the BRPC. However, if employee-elected 
Board members are appointed to the Board, at least one 
of them must be appointed as a member of the BRPC 
 pursuant to the Finnish Act on Credit Institutions. The 
members of the BRPC must collectively have sufficient 
knowledge of as well as expertise and experience in issues 
relating to risk management and remuneration. For more 
information, see the table on page 62.
Further information regarding remuneration at Nordea 
is presented in the section “Remuneration” on pages 73– 
75 and in Note G8 “Employee benefits and key manage-
ment personnel remuneration” on pages 251–265.
Board Operations and Sustainability Committee (7)
The Board Operations and Sustainability Committee 
(BOSC) assists, without prejudice to the tasks of the other 
Board committees, the Board in fulfilling its oversight 
responsibilities concerning sustainability (including E, S 
and G factors), digital transformation, technology, data 
management, operations/systems and operational

===== SIDA 68 =====

Nordea Annual Report 2025 67
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Board of Directors, cont.
resilience (including cyber resilience) as well as related 
frameworks and processes. The duties of the BOSC 
include advising the Board on the Nordea Group’s overall 
strategy within the mentioned areas and assisting the 
Board in overseeing the implementation of that strategy 
by senior management. 
Members of the BOSC are Kjersti Wiklund (Chair), Lars 
Rohde, Per Strömberg and Jonas Synnergren. Lars Rohde 
was appointed as a member of the BOSC and Risto Murto 
stepped down from the committee in September 2025. 
Generally, the Head of Group Technology and the Head of 
Group Operational Risk are regular attendees at the meet-
ings with the right to participate in discussions but not in 
decisions.
The Chair and the members of the BOSC are appointed 
annually by the Board. The BOSC must have at least three 
committee members who are members of the Board. The 
BOSC must be composed of members of the Board who 
do not perform any executive function in the Nordea 
Group. Members of the BOSC must have sufficient collec-
tive knowledge of as well as expertise and experience in 
issues relating to the work of the committee.
President and Group CEO supported by 
the Group Leadership Team (8)
Nordea’s President and Group CEO (the “Group CEO“) 
leads the day-to-day management of Nordea and the 
affairs of the Nordea Group in accordance with the exter-
nal and internal frameworks. The internal framework 
adopted by Nordea further regulates the division of 
responsibilities and the interaction between the Group 
CEO and the Board. The Group CEO works closely with the 
Chair of the Board in terms of planning Board meetings.
The Group CEO is accountable to the Board for manag-
ing the Nordea Group’s operations and organisation and is 
also responsible for developing and maintaining effective 
systems for reporting and internal control within the 
Group. In accordance with applicable regulations, Nordea 
has a Deputy Managing Director. Further information 
about the control environment for risk exposures is pre-
sented in Note G11 “Risk and liquidity management“ on 
pages 276–306.
The Group CEO works together with senior officers 
who report directly to the Group CEO within the Group 
Leadership Team (GLT). The GLT supports the Group CEO 
in managing the Group, and the GLT members, apart from 
the Group CEO, are responsible for the performance, 
 operations, risks and resources of their respective business 
areas or Group functions in accordance with the Nordea 
Group strategy and must operate in the best interest of 
Nordea and in compliance with applicable laws and 
regulations.
The GLT meets regularly and whenever necessary at 
the request of the Group CEO. These meetings are chaired 
by the Group CEO, who reaches decisions after having 
consulted with the other GLT members.
Notes of the meetings, verified by the Group CEO, 
are kept.
At the end of 2025 the GLT members were: Frank Vang- 
Jensen (Group CEO), Sara Mella (Head of Personal 
Banking), Nina Arkilahti (Head of Business Banking), 
Petteri Änkilä (Head of Large Corporates & Institutions), 
Martin A Persson (Head of Asset & Wealth Management), 
Erik Ek (Head of Group Business Support), Kirsten Renner 
(Head of Group Technology), Ulrika Romantschuk (Head 
of Group Brand, Communication and Marketing), Christina 
Gadeberg (Chief People Officer), Jussi Koskinen (Chief 
Legal Officer and Deputy Managing Director), Ian Smith 
(Chief Financial Officer), Mark Kandborg (Chief Risk 
Officer) and Jamie Graham (Chief Compliance Officer). 
On 1 February 2025 the Group Business Support func-
tion was divided into two new units, Group Technology 
and Group Business Support. Kirsten Renner, Head of 
Group Technology, was appointed a member of the GLT, 
and Mads Skovlund Pedersen was appointed Head of 
Group Business Support and a member of the GLT. The 
former Group Business Support function was headed by 
Erik Ekman who stepped down as a member of the GLT 
and as Head of Group Business Support in connection 
with the division of the function. 
Furthermore, on 13 October 2025 Erik Ek was appointed 
Head of Group Business Support and a member of the 
GLT. Mads Skovlund Pedersen stepped down as a member 
of the GLT and as Head of Group Business Support.
Biographical information about the Group CEO and the 
other GLT members at the end of 2025 is presented on 
page 68, information about Nordea’s organisation is pre-
sented on page 69, further information about the business 
areas is presented on pages 27–36 and information about 
the Group functions is presented on page 69. For more 
information on the recent changes in the GLT, see “Events 
after the financial period” on page 191.
Board members’ attendance and independence
The table below shows the number of meetings held by 
the Board and its committees as well as the attendance of 
the individual Board members. It also shows the inde-
pendence of the individual Board members in relation to 
Nordea as well as to significant shareholders.
Board of 
Directors 
Board Audit 
Committee
Board Risk 
Committee
Board  
Remuneration  
and People 
 Committee
Board  
Operations and  
Sustainability 
Committee
Independence 
in relation to 
Nordea1
Independence  
in relation to 
significant 
 shareholders1
Number of meetings (of which per capsulam) 14(6) 9(0) 9(1) 6(2) 9(1)
Elected by shareholders at the  Annual 
General Meeting
Sir Stephen Hester (Chair) 14/14 – – 6/6 – Yes Yes
Lene Skole (Vice Chair) 14/14 9/9 – – – Yes Yes
Petra van Hoeken 14/14 9/9 9/9 – – Yes Yes
John Maltby 13/14 8/9 8/9 – – Yes Yes
Risto Murto 14/14 – 3/3 – 6/6 Yes Yes
Lars Rohde 14/14 – 9/9 – 3/3 Yes Yes
Per Strömberg 14/14 – – 6/6 8/9 Yes Yes
Jonas Synnergren 14/14 – – – 9/9 Yes Yes
Arja Talma 14/14 9/9 – 6/6 –
Kjersti Wiklund 14/14 – 9/9 – 9/9 Yes Yes
Employee-elected Board members
Joanna Koskinen 14/14 – – 3/3 – No Yes
Gerhard Olsson
(Board member until September 2025)   8/8 – – 3/3 – No Yes
Kasper Skovgaard Pedersen
(deputy member from March 2025) 14/14 – – – – No Yes
Jørgen Suo Lønnquist  
(deputy member until March 2025)                                   14/14 – – – – No Yes
1)  A ccording to the Code, a significant shareholder is a shareholder who holds at least 10% of all company shares or the voting rights carried by all the shares or who has the 
right or obligation to acquire the corresponding number of shares already issued. For additional information, see “Independence of the Board“ on pages 61–62.

===== SIDA 69 =====

Nordea Annual Report 2025 68
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Group Leadership T eam
Frank Vang-Jensen 
President and Group CEO
Born 1967
Gender: Male
Member of Group Leadership Team since 2018
Education: Organisation & Leadership, Copenhagen Business 
School, Denmark. Finance & Credit, Copenhagen Business 
School, Denmark. Executive Programme, Harvard Business 
School, USA. Management Programme, INSEAD, France/
Singapore.
Shareholding in Nordea: 303,625. 
Nordea shares in deferral: 234,202
1.
Previous positions:
2018–2019  Head o f Personal Banking, member of Group Leadership Team, 
Nordea Bank Abp
2017–2018  Head o f Personal Banking, Country Senior Executive and Country 
Branch Manager Denmark, Nordea Bank Abp
2015–2016 Pr esident and Group CEO, Svenska Handelsbanken AB
2014–2015 EVP  & Head of Handelsbanken Sweden, Svenska Handelsbanken AB
2007–2014 EVP  & CEO, Handelsbanken Denmark, Svenska Handelsbanken AB
2005–2007 CE O, Stadshypotek AB
2001–2005 R egional Area Manager, Handelsbanken Denmark
Sara Mella 
Head of Personal Banking
Born 1967
Gender: Female
Member of Group Leadership Team since 2019
Education:
 MSc in Economics,  Univ ersity of  T ampere, 
Finland.
Shareholding in Nordea: 86,113. 
Nordea shares in deferral: 111,274
1.
Martin A Persson 
Head of Asset and Wealth Management2
Born 1975
Gender: Male
Member of Group Leadership Team since 2016
Education: Bachelor of Business Administration, 
 Accounting & Finance, Stockholm University, Sweden. 
Shareholding in Nordea: 97,767. 
Nordea shares in deferral: 118,7661.
Erik Ek 
Head of Group Business Support3
Born 1979
Gender: Male
Member of Group Leadership Team since 2025
Education: MSc in Economics, Stockholm University, 
Sweden.
Shareholding in Nordea: 5,142 
Nordea shares in deferral: 20,846
1.
Nina Arkilahti  
Head of Business Banking
Born 1967
Gender: Female
Member of Group Leadership Team since 2020
Education: Master of Social Science, University of 
Turku, Finland. BSc in Economics and Business Admin-
istration, Aalto University School of Business, Finland. 
INSEAD Advanced Management Programme. 
Shareholding in Nordea: 77,219. 
Nordea shares in deferral: 101,306
1.
Petteri Änkilä 
Head of Large Corporates & Institutions2
Born 1971
Gender: Male
Member of Group Leadership Team since 2025
Education: MSc in Corporate Finance, University of 
Vaasa, Finland.
Shareholding in Nordea: 91,517. 
Nordea shares in deferral: 43,804
1.
Ulrika Romantschuk 
Head of Group Brand, Communication and Marketing
Born 1966
Gender: Female
Member of Group Leadership Team since 2020
Education: Bachelor in Political Science from the 
 Swedish School of Social Science, University of 
 Helsinki, Finland. 
Shareholding in Nordea: 33,334. 
Nordea shares in deferral: 55,378
1.
Christina Gadeberg 
Chief People Officer
Born 1970
Gender: Female
Member of Group Leadership Team since 2019
Education: Graduate Diploma (HD) in Business 
 Administration, Organisation & Leadership, 
 Copenhagen Business School, Denmark.
Shareholding in Nordea: 49,867. 
Nordea shares in deferral: 76,733
1.
Ian Smith 
Chief Financial Officer
Born 1966
Gender: Male
Member of Group Leadership Team since 2020
Education:
 MA in Economics, Aberdeen University,  UK . 
Shareholding in Nordea: 96,301. 
Nordea shares in deferral: 122,031
1.
Jamie Graham 
Chief Compliance Officer
Born 1974
Gender: Male
Member of Group Leadership Team since 2021
Education: Bachelor of Science, 
University of East Anglia, UK. 
Shareholding in Nordea: 32,767. 
Nordea shares in deferral: 40,746
1.
Jussi Koskinen 
Chief Legal Officer
Born 1973
Gender: Male
Member of Group Leadership Team since 2018
Education: Master of Laws (LLM), University of Turku, 
School of Law, Finland. 
Shareholding in Nordea: 58,456. 
Nordea shares in deferral: 81,465
1.
Mark Kandborg  
Chief Risk Officer
Born 1971
Gender: Male
Member of Group Leadership Team since 2022
Education: MSc in Economics, University of 
 Copenhagen, Denmark.
Shareholding in Nordea: 48,119. 
Nordea shares in deferral: 53,909
1.
1)  R elating to shares from STIP and LTIP awards earned during the performance years 2019–2024. Does not include shares from LTIP 2023–2025, LTIP 2024–2026 and LTIP 2025–2027 as 
not yet deferred.
2) From 1 January 2025 Martin A Persson has served as Head of Asset & Wealth Management and Petteri Änkilä as Head of Large Corporates & Institutions. Snorre Storset has stepped 
down from the Group Leadership Team and as Head of Asset & Wealth Management.
3) On 1 February 2025 the Group Business Support function was divided into two new units, Group Technology and Group Business Support. Kirsten Renner and Mads Skovlund 
Pedersen were appointed members of the Group Leadership Team, and Erik Ekman stepped down as a member of the Group Leadership Team and as Head of Group Business 
Support. Furthermore, on 13 October 2025 Erik Ek was appointed Head of Group Business Support and a member of the Group Leadership Team. Mads Skovlund Pedersen stepped 
down as a member of the Group Leadership Team and as Head of Group Business Support.
Kirsten Renner 
Head of Group Technology3
Born 1976
Gender: Female
Member of Group Leadership Team since 2025
Education: MSc in Physics, University of Amsterdam, 
the Netherlands.
Shareholding in Nordea: 18,639. 
Nordea shares in deferral: 35,588
1.

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Nordea Annual Report 2025 69
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Group functions
Nordea’s Group functions support the four business areas, helping  
to ensure speed and availability for customers and maintain Nordea’s 
status as a safe, trustworthy and responsible bank.
Erik Ek
Head of Group Business Support
Group Business Support
Group Business Support provides business areas with 
the services needed for Nordea to deliver on its vision. It 
provides the operational backbone for the Group’s larg-
est processes, such as lending, credit, payments and 
anti-money laundering operations. Additionally, it aims 
at leveraging scale and driving operational efficiency, 
allowing the business areas to focus on what they do 
best: delivering great customer experiences.
Kirsten Renner
Chief Information Officer
Group Technology
Group Technology provides the data and technology 
infrastructure that support Nordea’s operations and 
strategic ambitions. It ensures the stability, scalability 
and security of the bank’s digital platforms, enabling 
business areas to deliver high-quality services to cus-
tomers. Through continuous improvement, innovation 
and acceleration of AI usage, Group Technology plays 
a key role in building resilient systems and advancing 
Nordea’s digital services.
Ulrika Romantschuk
Head of Group Brand,  C ommunication 
and  Marketing
Group Brand, Communication and Marketing 
Group Brand, Communication and Marketing (GBCM) 
is responsible for strengthening the brand and reputa-
tion through integrated 360-degree marketing and 
communication and a strong customer focus. 
Operating with a collaborative mindset across units 
and markets, GBCM works together with the business 
areas and Group functions to build a strong position 
for Nordea across stakeholder groups. GBCM creates 
scalable marketing assets to drive efficiency and 
impact, supporting sustainable growth and enhanced 
market presence. GBCM leads Nordea’s reputation 
management and drives thought leadership to be the 
trusted voice within the industry. GBCM is a strategic, 
integrated and growth-focused function that creates 
impact and builds trust and long-term brand value.
Christina Gadeberg
Chief People Officer
Group People 
Group People is responsible for attracting, retaining and 
developing talent to drive high performance and for 
fostering a sustainable work environment within Nordea. 
In addition, it supports organisational excellence through 
talent management, leadership development, remunera-
tion practices, proactive strategic workforce manage-
ment and organisational design. Group People’s aim is 
for Nordea to become the preferred employer within 
financial services across Nordea’s markets, proactively 
promoting the ability of the business to drive high per-
formance, and accelerate business excellence enabled 
by technology, people and trust.
Jussi Koskinen
Chief Legal Officer
Group Legal
Group Legal provides effective and high-quality legal 
advice within the Nordea Group, covering banking, 
 business, contracts, mergers and acquisitions, litigation 
and many other legal areas of relevance. It is also 
responsible for board secretariat services, corporate 
governance, branch management, public affairs and 
regulatory management, including reporting to and 
interacting with national and European Union 
authorities.
Ian Smith
Chief Financial Officer
Group Finance 
Group Finance drives Group-wide financial performance 
management, financial reporting and planning, financial 
and business control, procurement services and analysis 
to meet business needs and regulatory requirements. It 
also manages Nordea’s capital, liquidity, funding and 
market risks, supporting the business areas’ ability to 
serve customers well while ensuring regulatory compli-
ance. Group Finance ensures a fair reflection of Nordea’s 
fundamentals by providing transparent and relevant 
communication to the investor community.
Mark Kandborg
Chief Risk Officer
Group Risk
Group Risk is Nordea’s independent risk control func-
tion. Together with Group Compliance, it constitutes 
Nordea’s second line of defence. It oversees the imple-
mentation of the Group’s financial and non-financial 
risk policies (excluding compliance risks) and monitors 
and controls its Risk Management Framework. Group 
Risk thus oversees the identification, assessment, 
monitoring, management and reporting of the key 
risks that Nordea is or could be exposed to.
Jamie Graham
Chief Compliance  Offic er
Group Compliance 
Group Compliance is Nordea’s independent compli-
ance function. Together with Group Risk, it constitutes 
Nordea’s second line of defence. Group Compliance is 
responsible for monitoring and overseeing the compli-
ance risks that Nordea is or could be exposed to. It 
covers Nordea’s entire operations, including subsidiar-
ies and outsourced activities.
Johan Ekwall
Chief of Staff
Chief of Staff Office  
Chief of Staff Office is responsible for driving several 
of the Group-wide processes, including the strategy 
development process and the process where the 
Group’s Technology Investment Portfolio is allocated, 
to ensure that technology investments are aligned 
with the business strategy, the internal M&A activities 
as well as the strategic sustainability priorities across 
the Group. Group Sustainability, a unit within Chief 
of Staff Office, drives Nordea’s sustainability agenda, 
suggests short- and long-term sustainability targets 
for the CEO to decide on and works with the business 
areas to ensure that their business strategies are 
consistent with the Group’s sustainability targets. 
Johanne Daugaard Risbjerg
Chief Audit Executive
Group Internal Audit 
Group Internal Audit is Nordea’s independent third 
line of defence function, mandated by Nordea’s Board 
to support the Board and the Group Leadership Team 
in protecting the Group’s assets, reputation and sus-
tainability. Group Internal Audit helps Nordea accom-
plish its objectives by evaluating and improving the 
effectiveness and efficiency of its governance, risk 
management and control processes, applying a sys-
tematic and disciplined approach.
Group organisation
As of 1 January 2026
Nordea Group
President and  
Group CEO
Frank Vang-Jensen
Group  
Internal Audit
Johanne Daugaard 
Risbjerg1
Chief of Staff Office
Johan Ekwall 1
Group Brand, Communication  
and Marketing
Ulrika Romantschuk
Group Legal
Jussi Koskinen
Group Risk
Mark Kandborg
Group Finance
Ian Smith
Group People
Christina Gadeberg
Group Compliance
Jamie Graham
Personal  
Banking
Sara Mella
Business  
Banking
Nina Arkilahti
Large Corporates  
& Institutions
Petteri Änkilä
Asset & Wealth  
Management
Martin A Persson
Group Business 
Support
Erik Ek2
Group  
Technology
Kirsten Renner 2
1) Not a member of the Group Leadership Team. 
2)  On 1 F ebruary 2025 the Group Business Support function was divided into two new units, Group Technology and Group Business Support. Kirsten Renner and Mads Skovlund 
Pedersen were appointed members of the Group Leadership Team, and Erik Ekman stepped down as a member of the Group Leadership Team and as Head of Group Business 
Support. Furthermore, on 13 October 2025 Erik Ek was appointed Head of Group Business Support and a member of the Group Leadership Team. Mads Skovlund Pedersen 
stepped down as a member of the Group Leadership Team and as Head of Group Business Support.

===== SIDA 71 =====

Nordea Annual Report 2025 70
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Group organisation, cont.
Internal Control Framework
The Internal Control Framework covers the whole Group 
and includes Group Board, Group CEO and senior manage-
ment responsibilities regarding internal control, all Group 
functions and business areas, including outsourced activi-
ties and distribution channels. Under the Internal  Control 
Framework, all business areas, Group functions and units 
are responsible for managing the risks they incur when 
conducting their activities and for having controls in place 
that aim to ensure compliance with internal and external 
requirements. As part of the Internal Control Framework, 
Nordea has established Group control functions with 
appropriate and sufficient authority, independence and 
access to the Group Board to fulfil their mission in line with 
the Risk Management Framework.
The Internal Control Framework ensures effective and 
 efficient operations, adequate identification, measurement 
and mitigation of risks, prudent conduct of business, 
sound administrative and accounting procedures, reliabil-
ity of financial and non-financial information (both inter-
nal and external) and compliance with applicable laws, 
regulations, standards, super visory requirements and the 
Group internal rules.
Group Risk (9)
Group Risk is an independent second line of defence con-
trol function structured to carry out risk monitoring and 
control in line with Nordea’s Internal Control Framework. 
Group Risk is responsible, in cooperation with Group 
Compliance, for maintaining the Risk Management 
Framework as part of the Internal Control Framework and 
for monitoring the implementation of the policies and 
 procedures within this framework. Group Risk oversees 
the implementation of the financial and the non- financial 
risk policies and, according to a risk-based approach, 
 monitors and controls the Risk Management Framework 
and must, among other things, ensure that all risks to 
which Nordea is or could become exposed are identified, 
assessed, monitored, managed and reported. Group Risk is 
headed by the Chief Risk Officer (CRO), who is also a 
member of the GLT, and reports to the President and 
Group CEO. The CRO is appointed, suspended and dis-
missed by decision of the Board after prior consultation 
with the President and Group CEO. The CRO regularly 
reports to the Board Risk Committee (BRIC) and the Board 
on the Nordea Group’s risk exposure.
Group Compliance (10)
Group Compliance is an independent second line of 
defence control function responsible for monitoring and 
overseeing the compliance risks that Nordea is or could be 
exposed to. Group Compliance is also responsible for 
developing and maintaining the Compliance Risk 
Management Framework, which ensures effective and effi-
cient identification and management of compliance risks in 
accordance with regulatory requirements and supervisory 
expectations. The compliance risk management lifecycle 
covers key compliance processes for risk identification, 
independent risk assessment, oversight planning, testing 
and monitoring, training, advice and reporting.
The compliance function is headed by the Chief 
Compliance Officer (CCO), who is also a member of the 
GLT, and reports to the President and Group CEO. The CCO 
is appointed, suspended and dismissed by decision of the 
Board after prior consultation with the President and 
Group CEO. The CCO regularly reports to the Group Board, 
the President and Group CEO, the BRIC and other relevant 
committees.
Group Internal Audit (11)
Group Internal Audit (GIA) is an independent function 
commissioned by the Board. The Board Audit Committee 
(BAC) is responsible for monitoring the effectiveness of 
GIA within the Nordea Group. The Chief Audit Executive 
(CAE) has the overall responsibility for GIA. The CAE 
reports on a functional basis to the Board and the BAC 
and reports on an administrative basis to the President 
and Group CEO. The Board approves the appointment and 
dismissal of the CAE.
The purpose of GIA is to help the Board, the Group CEO 
and the Group Leadership Team (GLT) to strengthen 
Nordea’s ability to create, protect and sustain value. GIA 
does this by providing the Board and management with 
independent, risk-based and objective assurance, advice, 
insight and foresight; assessing whether all significant 
risks are identified and appropriately reported by manage-
ment to the Group Board, its committees and GLT; assess-
ing whether all significant risks are adequately controlled; 
and challenging GLT to improve the effectiveness of gov-
ernance, risk management and controls. 
GIA’s scope covers all Group activities and entities, 
including subsidiaries. GIA must review and provide objec-
tive assurance that all activities and units, whether internal 
or outsourced, comply with the Group’s policies, procedures, 
and applicable external requirements. Based on a risk view, 
GIA proposes which areas within its scope should be 
included in the annual audit plan. The Group Board Audit 
Committee approves the plan. GIA operates free from inter-
ference in determining the scope of internal auditing, in 
performing its audit work and in communicating its results. 
This means for example that GIA is authorised to inform the 
financial supervisory authorities of any matter without fur-
ther approval. The CAE has unrestricted access to the 
Group CEO and BAC Chair and should meet with the BAC 
Chair informally and formally throughout the year, including 
without the presence of executive management. GIA is 
authorised to carry out all investigations and obtain any 
information required to discharge its duties. This includes 
the right to sufficient and timely access to the organisation’s 
records, systems, premises and staff. GIA has the right to 
attend and observe the meetings of the Board committees, 
the GLT, Nordea Group committees and forums in general 
and other key management decision-making forums when 
relevant and necessary.
External audit (12)
According to the Articles of Association, the auditor of 
Nordea must be an audit firm with the auditor in charge 
being an authorised public accountant. The term of office 
of the auditor expires at the end of the Annual General 
Meeting following the election. The current auditor of 
Nordea is PricewaterhouseCoopers Oy. Jukka Paunonen, 
Authorised Public Accountant, has been the auditor in 
charge since the 2025 Annual General Meeting. The 2025 
Annual General Meeting further elected 
PricewaterhouseCoopers Oy as the assurer of Nordea’s 
sustainability reporting for the period until the end of the 
2026 Annual General Meeting. Authorised sustainability 
auditor Jukka Paunonen acts as the responsible sustaina-
bility reporting auditor. Further information about the fees 
paid for audit services and non-audit services is presented 
in Note G2.7 “Other expenses” on page 205.
Report on internal control and risk 
management regarding financial reporting
The systems for internal control and risk management of 
financial reporting are designed to provide reasonable 
assurance about the reliability of financial reporting and 
the preparation of financial statements for external pur-
poses in accordance with generally accepted accounting 
principles, applicable laws and regulations, and other 
requirements for listed companies. The internal control 
and risk management activities are included in Nordea’s 
planning and resource allocation processes. Internal 
 control and risk management of financial reporting at 
Nordea are described below.
Control environment
The control environment is a key component of Nordea’s 
internal controls and centres around the culture and val-
ues, established by the Board and the GLT, and the organi-
sational structure with clear roles and responsibilities.
The primary governance principle is the adherence to the 
three lines of defence model which provides the foundation 
for a crucial clear division of roles and responsibilities in the 
organisation. For further information about the three lines 
of defence, see “Internal Control Framework”.
The first line of defence is responsible for the ongoing 
risk management and for compliance with applicable rules. 
Risk owners in the business areas and Group functions are 
responsible for risk management activities. A central func-
tion supports the CFO in defining standards that apply 
Group-wide to controls relevant to financial reporting risks.

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Nordea Annual Report 2025 71
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Group organisation, cont.
Appropriate controls are implemented, maintained and 
monitored accordingly within significant processes.
Risk assessment
Risk assessment in relation to reliable financial reporting 
involves the identification and assessment of risks of 
material misstatements or deficiencies. Financial reporting 
risk (FRR) is defined as the risk of misstatements or defi-
ciencies in financial reporting, regulatory reporting, disclo-
sures, tax reporting and reporting of environmental, social 
and governance (ESG) information.
Risk management is considered to be an integral part 
of running the business, and the main responsibility for 
performing risk assessments regarding financial reporting 
risks sits with the business organisation. Performing risk 
assessments close to the business increases the possibility 
of identifying the most relevant risks. In order to govern 
the quality, control functions stipulate in governing docu-
ments when and how these assessments are to be per-
formed. Examples of risk assessments are the recurring 
Risk and Control Self-Assessments and the event-driven 
Change Risk Management and Approval process.
Control activities
The scope of the FRR control framework is designed 
to focus on areas where risk of material financial mis-
statements could exist, that is, where the judgement of a 
 reasonable person relying upon the report would have 
been changed or influenced by the inclusion or correction 
of the misstated item. 
The business areas and Group functions are primarily 
responsible for managing risks associated with their oper-
ations and financial reporting processes. Group internal 
rules set out how Nordea’s operations and organisation 
are governed and managed (including compliance with 
regulatory requirements) and include the Group 
Accounting Manual (“GAM”), and the Group Accountable 
Executive FRR protocol. The Group Accounting Manual 
provides information on the accounting policies to be used 
in the Group and contains detailed reporting instructions 
and tools to produce the financial statements.
The control structure for FRR is based on individual 
 controls or a group of controls which are identified as 
 principal controls that may be relied on to prevent, detect 
or mitigate high and critical financial reporting risks. This 
involves the identification and assessment of risks of 
financial reporting misstatements or deficiencies based on 
end-to-end process flows. In addition, Information 
Technology General Controls on systems/applications and 
data controls relied on in financial reporting flow are cov-
ered by respective Business Areas and Group Functions.
The quality assurance achieved through the manage-
ment reporting process, where a detailed analysis of the 
financial outcome is performed, constitutes an important 
control mechanism associated with the reporting process.
Information and communication
Group Finance is responsible for ensuring compliant report-
ing in accordance with accounting standards and/or appli-
cable regulations and that changes are communicated to 
the responsible units. These are supported by detailed 
guidelines and standard operating procedures.
Management at different levels of the organisation is 
provided with information related to the performance, 
self-assessment and testing of the internal controls identi-
fied in their process.
Nordea interacts with relevant subject-matter experts 
externally to keep up to date with changes in reporting 
expectations and to ensure that the financial reporting 
objectives are met. Nordea actively participates in relevant 
national and international forums, such as those estab-
lished by the financial supervisory authorities, central 
banks and associations for financial institutions.
Monitoring
Nordea has established a process for regular monitoring 
of risk metrics, as measures of risk exposure, with the 
 purpose of ensuring proper monitoring of the quality of 
the financial reporting. The Group CFO reports on the 
management of FRR to the BAC on an annual basis or 
when needed.
An independent risk control function resides with the 
second line of defence and is responsible for identifying, 
controlling and reporting on FRR. In addition, GIA provides 
the Board with an assessment of the overall effectiveness 
of the governance, risk management and control processes 
throughout the organisation, including financial reporting.
The Board, the BAC, the BRIC, the BOSC, Group Risk 
and GIA have important roles with respect to governance 
and oversight of the internal control of financial reporting 
at the Nordea Group. For further information, see “Board 
of Directors (3)”, “Board Audit Committee (4)”, “Board Risk 
Committee (5)”, “Board Operations and Sustainability 
Committee (7)”, “Group Risk (9)”, “Group Compliance (10)” 
and “Group Internal Audit (11)” on the previous pages. 
Disclosures and insider administration
The objective and key principles followed in Nordea’s 
investor communications and the publication of financial 
reports are described in Nordea’s Disclosure Policy. The 
Disclosure Policy also describes the disclosure, dissemina-
tion and storage of the information within the scope of the 
disclosure obligation as prescribed by rules and regula-
tions. The Disclosure Policy has been approved by the 
Board and is available at nordea.com.
Insider administration is organised in accordance with 
the EU Market Abuse Regulation No 596/2014 (MAR) and 
supplementing legislation as well as applicable national 
level laws and guidance from financial supervisory authori-
ties. Nordea has Group-wide rules and guidelines in place 
to provide clear instructions for employees to facilitate their 
compliance with these rules and to ensure that inside infor-
mation is identified and handled appropriately at all times.
Insiders are identified on a case-by-case basis whenever 
inside information is detected and are subsequently regis-
tered in a related insider register. All persons identified and 
registered as insiders are notified of their insider status and 
the restrictions and obligations that apply to them, includ-
ing the prohibition against dealing in the financial instru-
ment(s) to which the inside information relates until that 
information is made public or otherwise no longer deemed 
to be inside information and the insider register is closed.
The responsibilities of Nordea’s insider administration 
also include (i) training and providing information to 
employees who are exposed to inside information to make 
sure that they are aware of the restrictions and obligations 
that apply to them as insiders, (ii) setting up and maintain-
ing insider registers and (iii) monitoring compliance with 
the insider rules.
The rules are in place to mitigate the risk of insider 
dealing and other forms of market abuse. The overall 
responsibility for making sure that a high level of 
 knowledge of and compliance with these rules is main-
tained lies with Group Compliance.
Nordea has identified the members of the Board and the 
GLT as well as the Chief Audit Executive as persons dis-
charging managerial responsibilities (as defined by MAR). 
Along with persons closely associated with them, they are 
required to notify Nordea and the relevant financial super-
visory authority of any transaction in financial instruments 
issued by Nordea, executed on their account or on their 
behalf. Nordea discloses such reported transactions to the 
market through stock exchange releases. In addition to this 
reporting duty, persons discharging managerial responsi-
bilities are prohibited from trading in financial instruments 
issued by Nordea during a period of 30 calendar days prior 
to (and including) the date of the publication of a Nordea 
Group interim report, half-year report or year-end report 
and whenever such persons are in possession of inside 
information regarding Nordea.
For employees who participate in providing investment 
services or advice to customers, Nordea also applies 
Group-wide internal trading restrictions and transaction 
reporting obligations that are based on the trading rules 
established by, among others, Finance Finland, the 
Swedish Securities Markets Association and the Swedish 
Investment Fund Association. Furthermore, in the capacity 
of a company licensed to provide investment services and 
as a fund management company, Nordea and its sub-
sidiary Nordea Funds Ltd, respectively, maintain insider 
registers of persons who are classified as “public insiders” 
pursuant to the Finnish Act on Investment Services and 
the Finnish Act on Mutual Funds. The holdings of securi-
ties listed in Finland of such persons are public informa-
tion and uploaded to the public insider register kept by 
Euroclear Finland Ltd. The register of holders of units in

===== SIDA 73 =====

Nordea Annual Report 2025 72
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Group organisation, cont.
funds managed by Nordea Funds Ltd is also available for 
viewing at Nordea Funds Ltd.
Principles for related party transactions
Applicable laws and regulations set requirements for the 
monitoring and assessment of as well as the decision- 
making concerning related party transactions and the 
 disclosure of executed related party transactions.
Generally, Nordea’s transactions with its related parties 
are part of Nordea’s ordinary course of business and car-
ried out according to the same criteria and terms as those 
of comparable transactions with other parties of similar 
standing. The decision-making processes have further-
more been structured to avoid conflicts of interest and to 
comply with the statutory decision- making requirements.
Nordea has defined its related parties in accordance 
with the applicable laws and regulations and keeps an 
up-to-date record of them. Relevant internal stake holders, 
such as customer responsible units, other relevant busi-
ness units and Group functions, are informed of the list of 
related parties and the related restrictions in order to 
monitor transactions with such parties.
Nordea is also bound by applicable close circle rules and 
has processes in place for identifying the persons belonging 
to the close circle of Nordea and for ensuring that any cred-
its and comparable financing granted to such persons as 
well as any investments in an entity belonging to the close 
circle are in accordance with applicable laws and rules.
Pursuant to Nordea’s Conflicts of Interest Policy, 
employees, management and the members of the Board 
must not handle matters on behalf of Nordea in cases 
where they or a closely associated person or company 
may have an interest that conflicts with the interests of 
Nordea or its customers. Nordea’s business areas and 
Group functions are obliged to identify, prevent and 
 manage actual and potential conflicts of interest.
The Board has the ultimate responsibility for ensuring 
proper processes for the identification, reporting and 
supervision of related party transactions as well as the 
proper decision-making in this respect. The BAC must 
assist the Board in monitoring and assessing how related 
party transactions meet the requirements of ordinary 
activities and the arm’s length terms.
Related party transactions that are not part of Nordea’s 
ordinary course of business or are made in deviation from 
customary commercial terms require a decision by the 
Board for the related party transaction to be carried out, 
unless otherwise required by applicable laws and regula-
tions. In respect of such related party transactions the 
Board must ensure that:
(i)   the relevant transactions have been appropriately 
identified, reported and controlled
(ii)   the Conflicts of Interest Policy has been carefully 
 considered in the preparation and decision-making 
process
(iii)   the preparation of related party transactions includes 
adequate reports, statements and/or assessments. 
Furthermore, Nordea publicly discloses its related party 
transactions in accordance with applicable laws and 
regulations.
For more information about related party transactions, 
see Note G10.4 “Related party transactions” on page 275.

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Nordea Annual Report 2025 73
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Remuneration
Nordea’s Remuneration Policy sets a clear and consistent framework 
for rewarding employees in a fair, competitive and responsible way, 
supporting Nordea’s strategy and values by promoting sustainable 
 performance, prudent risk-taking and gender-neutral pay. 
Aim of Nordea’s Remuneration Policy
Nordea’s Remuneration Policy supports Nordea’s ability to 
attract, develop and retain competent, motivated and 
performance‑ orient ed employees in support of its strategy; 
ensures a competitive and market‑aligned total reward; 
supports gender‑neutral remuneration via Nordea’s pay 
principles; aligns remuneration with sustainable results and 
long‑term shareholder interests, including by awarding 
parts of variable remuneration in shares or other instru‑
ments; and ensures consistency with effective risk manage‑
ment and regulatory requirements.
Nordea applies a total remuneration approach, balancing 
business and local market needs with structures that are 
consistent with sound and effective risk management and 
that do not encourage excessive risk‑taking. The links 
between performance, risk and variable remuneration are 
assessed annually, covering financial and non‑financial risks 
(including operational, compliance and reputational risks) 
to ensure business relevance and regulatory compliance.
Decision-making process for the Remuneration Policy 
The Remuneration Policy sets out Group‑wide principl es, 
governance and risk management and defines employees 
with a material impact on Nordea’s risk profile (“material 
risk takers”). The Board establishes the policy, taking a 
sound remuneration risk framework into account, and over‑
sees its implementation as prepared by the Board 
Remuneration and People Committee (BRPC). In addition, 
shareholders are asked, at least every fourth year, to adopt 
through an advisory vote the Remuneration Policy for 
Governing Bodies. This was adopted by the 2024 AGM and 
applies to the Board of Directors, the Group CEO and the 
Deputy Managing Director until the 2028 AGM at the latest.
The BRPC prepares remuneration matters for the 
Board, including proposals for the Remuneration Policy 
and supplementary instructions, assessments of the policy 
and system, and inputs from appropriate control functions. 
Together with the Board Risk Committee, the BRPC 
assesses that remuneration systems account for all risk 
types, that liquidity and capital levels are consistent, and 
that remuneration promotes sound and effective risk man‑
agement. The BRPC also supports the Board on the Group 
Board Diversity Policy and Statement, monitors diversity 
and inclusion impacts, reviews Group Leadership Team 
(GLT) succession and performance, and advises on GLT 
structure, selection criteria and appointments.
More information about the composition of the BRPC 
and its responsibilities is provided in a separate section of 
“Corporate Governance Statement 2025” on pages 58–62.
Alignment with business strategy
Goal‑s etting processes align business, individual goal ‑ and 
target‑setting and predefined risk‑adjust ed criteria with 
Nordea’s strategy.
Financial goals (return on equity, income and cost‑to‑ 
income ratio) and non‑financial goals also partially linked 
to ESG (customer focus, people focus, executing the 
 sustainability implementation plan and increasing green 
financing) formed the main Group performance goals in 
2025. ESG goals are integrated into variable remuneration 
for the GLT, senior leaders and the wider workforce, and 
included in the LTIP 2025–2027. The ESG integration 
 supports Nordea’s sustainability and climate objectives.
Performance assessments apply an aligned framework 
with clear expectations, evaluating both ‘what’ is delivered 
and ‘how’ it is delivered, including specific risk, compliance 
and conduct criteria. All individual remuneration decisions 
follow sound governance (including the grandparent 
principle).
Supporting sound risk management
Remuneration risks are assessed on an ongoing basis 
within the Risk Committee and the non‑financial risk 
forums across business areas and Group functions. People 
risks (including Group taxonomy risks) are assessed 
through the Risk and Control Self‑Assessment and the 
compliance independent risk assessment. Nordea’s 
Internal Control Framework mitigates relevant risks 
through values and management culture, goal orientation 
and follow‑up, clear organisational structures, three lines 
of defence, the four‑eyes principle, effective internal 
 communication and independent assessments. 
Additional principles include:
• A Group variable remuneration funding mechanism that 
considers prudential and appropriate risk adjustments 
when setting the annual pool
• Board approval of the total variable remuneration 
 outcome before award, allowing adjustments where 
appropriate
• An appropriate balance between fixed and variable 
remuneration
• Control‑function input to pool setting, performance 
goals and outcomes
• Consideration of long‑term results when setting goals
• A maximum variable‑to‑fixed r atio of 200% (as decided 
by the 2019 AGM). Ratios above 100% apply only to a 
limited number of employees in line with the AGM 
 decision, and plan outcomes are capped
• Links between risks in the Risk Appetite Statement and 
forfeiture conditions (ex‑ant e and ex‑pos t adjustments)
• Termination payments that reflect performance and do 
not reward failure or misconduct
• Independent compensation structures for control‑ 
function staff predominantly based on fixed pay.
Principles for deferral of variable remuneration 
awards and awards in instruments
For material risk takers, 40–60% of variable remuneration 
is deferred for four to five years with pro‑r ata vesting and 
disbursement; the first disbursement may occur no earlier 
than one year into the deferral period. Deviations may 
apply locally. For material risk takers and certain other 
 categories of staff, 50% of variable remuneration (both 
deferred and non‑deferred) is delivered in instruments 
(primarily Nordea shares or instruments linked to Nordea’s 
share price) with a post‑vesting 12‑month retention. 
Dividends are excluded during the deferral period.
Risk adjustments, malus and clawback provisions 
The Risk and Remuneration Alignment Committee pro‑
vides governance and oversight for risk‑adjust ed remuner‑
ation assessments within the first line of defence, strength‑
ening accountability and ensuring a fair and transparent 
approach. Variable pay awards under Nordea’s main plans 
are based on Group, Nordea entity, business unit and indi‑
vidual results and are subject to ex‑ant e and ex‑pos t risk 
reduction terms and may therefore be reduced in part or in 
full (malus or clawback) in case of breaches, significant 
losses, downturns or other specified circumstances. 
Employees must not use personal hedging strategies to 
undermine or eliminate the effects of deferred variable 
remuneration being partly or fully cancelled.
Audit of Nordea’s Remuneration Policy
The BRPC follows up on the application of the Remunera‑
tion Policy and supplementary instructions within Nordea 
through an independent review by Group Internal Audit. 
Remuneration to the Board of Directors
On the proposal of the Shareholders’ Nomination Board 
and in accordance with the Remuneration Policy for 
Governing Bodies, the AGM annually decides on the 
 remuneration to the Board of Directors. In 2025 remu‑
neration was paid in cash to the Board members. Board 
members are not part of any variable or incentive plan. 
Remuneration for Board work is not paid to Board 
members who are employees of the Nordea Group. 
Further information is provided in Note G8.4 “Key man‑
agement personnel remuneration” on pages 262–264.

===== SIDA 75 =====

Nordea Annual Report 2025 74
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Remuneration, cont.
Remuneration to the CEO and the members 
of the Group Leadership Team
On the proposal of BRPC, the Board decides on the remu‑
neration for the CEO and the members of the Group 
Leadership Team (GLT) (and the Chief Audit Executive), 
including fixed and variable remuneration, pension and 
other terms. Nordea
 maintains competitive, market‑ 
aligned total rewards to attract and retain leaders who 
support strategy delivery, with pay for performance as a 
key concept. Arrangements are consistent with applicable 
regulations and promote sound risk management without 
encouraging excessive risk‑taking. Annual remuneration 
comprises fixed salary, benefits, variable remuneration 
(short and long term), pension and insurances. 
Further information about remuneration to the CEO and 
the members of the GLT is provided in Note G8.4 “Key 
management personnel remuneration” on pages 262–264. 
A more detailed disclosure of remuneration to the CEO 
and how the Remuneration Policy for Governing Bodies is 
applied is provided in Nordea’s 2025 Remuneration Report 
for Governing Bodies. 
Variable remuneration to the members 
of the Group Leadership Team
GLT members participated in the Nordea Incentive Plan 
(NIP 2025), with a one‑year performance period and goals 
at Group, business area/Group function and individual level. 
Outcomes are paid 50% in cash and 50% in shares, subject 
to malus and clawback. 40% of the confirmed outcome is 
delivered in 2026, while 60% is deferred for pro‑rata deliv‑
ery over five years. Shares are subject to a 12‑month reten‑
tion period and no dividends are paid during the deferral 
period. The maximum NIP 2025 outcome is 75% of the 
annual fixed base salary for GLT members who also partici‑
pate in the LTIP 2025–2027. The second line of defence does 
not participate in the LTIP; for these roles, the NIP maxi‑
mum is 100% of the annual fixed base salary.
Group‑level goals include return on equity, income and 
cost‑to‑income ratio as well as non‑financial goals, also 
linked to ESG, on customer focus, people focus, sustaina‑
bility implementation plan and green financing. ESG goals 
support sustainability and climate objectives. Business area/
Group function goals are both financial and non‑financial. 
Individual goals include risk, compliance and conduct tar‑
gets. Weightings are set individually for the CEO and leaders 
heading business areas or Group functions. The overall 
ambition for 2025 was to deliver on Nordea’s strategic priori‑
ties as outlined in the strategy. Any awards were determined 
on the basis of achievement in relation to the agreed goals 
and targets following appropriate risk adjustments.
Long Term Incentive Plan 2025–2027
In 2025 the Board launched the LTIP 2025–2027 for 
the GLT and approximately 60 senior leaders and key 
employees.
The plan aligns participant and shareholder interests 
through conditional share awards with a three‑year 
 performance period (1 Jan 2025–31 Dec 2027), followed 
by deferral and retention in line with regulations. In 2028, 
after performance assessment against pre‑established 
 criteria, the maximum or proportionate number of shares 
will be awarded; initial delivery occurs in 2028, with the 
remainder deferred and delivered in five equal annual 
portions during 2029–2033. Each delivery is subject to a 
12‑month retention period; dividends are excluded during 
deferral. Awards may be reduced in part or in full subject 
to risk and compliance adjustments.
Performance criteria:
• Absolute and relative total shareholder return relative 
to the STOXX Europe 600 Banks index (40%).
• Cumulative adjusted earnings per share (aEPS) (40%).
• ESG scorecard (20%) covering environmental, social and 
governance measures, with a risk‑adjustment underpin.
 – Environmental: on track to achieve long‑term target 
for emissions reduction in lending, investments and 
internal operations.
 – Social: minimum 40% of each gender represented 
at top three leadership levels and relating to fair 
 treatment of staff.
 – Governance: maintaining current credit rating 
 (January 2025).
Significant shareholding requirements apply, with 
shares to be held until the value equals 100% of gross 
annual fixed salary and at least until the end of GLT 
membership.
The performance period for the LTIP covering the 
 performance period 2023–2025 was concluded. The per‑
formance metrics for this LTIP, the LTIP 2024–2026 and 
the LTIP 2025–2027 are further described in Note G8.3 
“Share‑based payment plans” on pages 257–262 and in 
the Remuneration Report for Governing Bodies.
Benefits are provided as part of total reward for the Group 
CEO and GLT members at levels that are considered fair in 
relation to market practice. Notice and severance will not 
exceed 24 months of fixed salary in total. Pension and insur‑
ance are provided in accordance with local practice, typi‑
cally as defined contribution plans or a pension allowance; 
discretionary pension benefits are not used.
Nordea’s remuneration structures
Fixed remuneration comprises fixed base salary (reflecting 
role, complexity, responsibility, performance and local 
 market conditions), allowances (role‑linked and not 
performance‑ rela ted), pension and insurance (aligned 
with local practice) and benefits (aligned with local laws, 
market practice and collective agreements).
Nordea’s variable remuneration plans for others than 
the Group CEO and the Group Leadership Team 
Variable remuneration for employees is determined 
through a Group variable remuneration pool (implemented 
since 2020), which links overall spend to Nordea’s perfor‑
mance. The pool is set against target/expected levels and 
adjusted by Group performance, then distributed to busi‑
ness areas/Group functions based on scorecards; final 
 allocations reflect individual performance against goals.
The Nordea Incentive Plan (NIP) is offered to senior lead‑
ers (including GLT members, see above) and selected 
roles, rewarding financial and non‑financial performance. 
Individual awards will not exceed the annual fixed salary. 
For material risk takers, awards are partly in cash and 
partly in instruments with retention, and parts of the 
awards are subject to four‑ to five‑year (in certain cases 
three‑year) pro‑rata deferral with malus/clawback.
Bonus schemes are offered only to selected groups 
of employees in specific business areas or units (for 
instance, Large Corporates & Institutions, Nordea Asset 
Management, Nordea Funds and Group Treasury) to 
drive performance and maintain cost flexibility. 2025 
awards were paid in cash. For material risk takers, awards 
are partly in instruments with retention and are partly 
deferred four to five years (or three years exceptionally) 
with malus/clawback.
Recognition Scheme rewards extraordinary performance. 
The scheme is not available to employees eligible for other 
formal annual variable plans (excluding Profit Sharing 
Plan). It includes malus/clawback.
 
Profit Sharing Plan (PSP) 
is offered Group‑wide t o 
employees not eligible for other annual variable remuner‑
ation plans. It rewards achievement against financial, cus‑
tomer and ESG targets. The PSP is financially capped and 
not linked to Nordea’s share price. It includes malus/
clawback. 
Guaranteed variable remuneration (sign-on) is allowed 
only in exceptional cases, limited to the first year of 
employment and subject to a sound capital base.
Compensation for contracts in previous employments 
(buy-outs) is allowed only in exceptional cases, limited to 
the first year and subject to a sound capital base.
Retention bonus can be offered in exceptional cases where 
Nordea has legitimate retention interest and a sound and 
strong capital base.
Other qualitative and quantitative information
The actual cost of variable remuneration for 
executive officers (excluding social costs)
For the NIP 2025 for GLT members, EUR 5.7m will be paid 
over five years, partly in shares and partly in cash. The 
estimated maximum cost of the NIP for GLT members in

===== SIDA 76 =====

Nordea Annual Report 2025 75
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Remuneration, cont.
2026 is EUR 9.1m and the estimated cost assuming 50% 
fulfilment of the performance goals is EUR 4.5m.
Cost of variable remuneration for non‑Group  
Leadership Team members (excluding social costs)
The actual cost of the NIP and bonus for 2025 was EUR 
163.4m, not including awards to GLT members. Awards are 
paid partly now in cash and partly over a four‑ to five‑year 
period. The 2025 PSP provision was EUR 62m; each eligible 
employee can receive a maximum of EUR 3,200. If all 
stretched performance goals were met, the PSP maximum 
cost for 2025 would have been approximately EUR 82m.
Other disclosures
See Note G8 “Employee benefits and key management 
personnel remuneration” on pages 251–265 for more 
details on remuneration.
See also Nordea’s 2025 Remuneration Report for 
Governing Bodies, which will be presented for an advisory 
vote at the Annual General Meeting on 24 March 2026. The 
Remuneration Report is disclosed with other required 
information at nordea.com/en/about‑nordea/corporate‑ 
governance/remuneration.
Nordea will provide qualitative and quantitative disclo‑
sures according to Regulation (EU) No 575/2013 of the 
European Parliament and of the Council of 26 June 2013 
(the CRR Regulations), the disclosure requirements in the 
Basel framework and the EBA guidelines for sound remuner‑
ation practices.
Further disclosures will be published at nordea.com one 
week before the Annual General Meeting on 24 March 2026.
Conflicts of Interest Policy
As an international financial services provider, Nordea and its 
subsidiaries regularly face potential or actual conflict of inter‑
est situations. Managing conflicts of interest is relevant at 
both the individual and institutional level of Nordea’s organi‑
sation. Nordea is committed to promoting market integrity 
and all employees are required to act in a fair, honest and 
professional manner and in the best interests of Nordea’s 
customers. In order to act on these commitments and ensure 
appropriate governance of Nordea, it is essential to have 
effective controls in place regarding conflicts of interest.
The purpose of Nordea’s Conflicts of Interest Policy 
(the “Policy“) is to outline Nordea’s approach to managing 
 conflicts of interest and to enable the development and 
maintenance of an effective control environment.
The Policy applies to all employees and people working 
on behalf of Nordea, senior management, Board members 
and the President and Group CEO of Nordea. The Policy 
also applies to all branches and subsidiaries.
Both actual and potential conflicts of interest must be 
identified and effective measures decided upon to prevent 
or manage risks in respect of Nordea or its customers. 
Conflicts of interest arising with regard to an employee’s 
private interest or their past or present personal or profes‑
sional relationships are individual conflicts of interest. 
Conflicts of interest that do not arise from a private interest 
but in connection with Nordea’s organisation, Group 
structure, governance, different activities, roles, products, 
services or any other circumstances are institutional con‑
flicts of interest. In connection with each identified conflict 
of interest, the potential customer impact is assessed to 
ensure fair treatment of customers.
Appropriate preventive or mitigating measures must be 
implemented in the form of effective organisational and 
administrative measures for all identified potential or actual 
conflicts of interest. Identified conflicts of interest are docu‑
mented in a register.
All identified individual conflicts of interest or changed 
 circumstances regarding them must be reported to the leader 
of the individual employee involved. All identified institutional 
conflicts of interest or changed circumstances regarding an 
institutional conflict of interest must be reported to the leader 
responsible for the area that the conflict of interest potentially 
impacts. Senior management will receive recurring, at least 
annual, reporting on conflicts of interest.
The Group Board approves the Policy and is responsible 
for overseeing its implementation. To ensure objective and 
impartial decision‑making, Group Board members are also 
subject to the requirements of the Policy. The President and 
Group CEO and the Group Leadership Team members are 
accountable for implementing the Policy at Nordea while 
also being subject to the requirements of the Policy.

===== SIDA 77 =====

Nordea Annual Report 2025 76
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Responsible taxpayer
Contributing and being a responsible taxpayer in the 
 jurisdictions in which Nordea operates is one of the key 
elements in Nordea’s sustainability strategy. Reporting and 
communicating tax contributions in a transparent manner 
is a fundamental part of that strategy.
In addition to its own taxes, Nordea also administrates 
and collects taxes such as VAT, payroll taxes for employees 
and withholding taxes on dividends and interests. Starting 
from 2023, Nordea has voluntarily published a breakdown 
of taxes paid and collected by jurisdiction – focus being on 
the four Nordic countries which are Nordea’s main mar‑
kets. The Board of Directors’ report describes Nordea’s tax 
governance and tax strategy and provides information on 
taxes paid and collected in a transparent manner with a 
commitment to ensure availability of this data to all 
stakeholders.
Nordea’s approach to tax
Nordea’s approach to tax aims to balance the legitimate 
interests of stakeholders, which comprise shareholders, 
customers, governments and tax authorities. This includes 
handling own taxes in a responsible, compliant and effec‑
tive manner, not promoting or acting as a platform for 
aggressive tax planning as well as being transparent 
around tax positions. Nordea’s policy statements on tax 
are described in the Nordea Tax Policy available at nordea.
com. The tax policy is adopted by the Board of Directors 
and reviewed annually by the Board Audit Committee to 
ensure that emerging risks are addressed.
Nordea applies tax positions consistent with the tax 
laws and practices of the jurisdictions in which it operates, 
acting both in accordance with the letter and the purpose 
of the tax legislation. Furthermore, Nordea is committed to 
applying the arm’s length principle between related par‑
ties, in accordance with the OECD as well as internal 
guidelines on transfer pricing.
Nordea is represented in the banking associations and 
similar organisations in the Nordic countries and is actively 
engaged in advocacy in relation to existing and new tax 
regulations and other tax‑rela ted matters.
5,808m
Total tax contribution (EUR)
2,263m
Taxes paid globally (EUR)
Taxes paid by the Group 2025
Taxes that are paid represent a 
cost to Nordea and impact its 
financial results. The following 
taxes are included: 
Corporate income tax 
Tax paid on income in the juris‑
dictions in which Nordea oper‑
ates. In some cases, this may 
include payments in relation to 
previous years as tax payments 
are often made in arrears or in advance. Also, accrued withholding  
tax on dividends and interest payments to Nordea entities is included.
Social security contributions  
As an employer, Nordea pays social security contributions based on the remuneration paid to 
 employees. In addition to paid social security contributions, this item includes accrued social 
security contributions on staff costs.
VAT
Nordea pays value added tax (VAT) and other sales taxes on goods and services. Nordea can 
only deduct or claim back a small proportion of the input VAT incurred. The part of an input 
VAT amount that cannot be deducted, recovered or reclaimed constitutes a tax income for the 
 jurisdictions in which Nordea is registered for VAT purposes. 
Other taxes 
Other taxes include mainly risk tax and property taxes. 
Corporate 
income tax, 
54%Social security 
contributions, 
21% 
Irrecoverable 
VAT, 21% 
Other taxes, 4%
3,545m
Taxes collected globally (EUR)
Taxes collected by the Group 2025
Taxes collected constitute taxes that 
Nordea does not directly incur but col‑
lect from its share holders,  customer s 
and employees on behalf of govern‑
ments. These include: 
Payroll taxes
Nordea withholds income taxes and 
other social security contributions when  
paying remuneration to employees.
Withholding taxes
Withholding taxes refer to amounts withheld on dividends and interest payments, collected by 
Nordea on behalf of authorities. 
Net VAT collected and reported
Nordea collects VAT and other sales taxes on sales of taxable products and services to 
 customers. Nordea also reports and pays reverse charge VAT on purchases made from other 
countries, when applicable. Net VAT collected and reported constitutes both VAT charged on 
sales as well as reverse charge VAT paid on purchases made from abroad after a deduction of 
own input VAT has been made. It corresponds to the amounts reported on the final line in the 
VAT returns  submitted to l ocal tax authorities.
Other taxes
Other taxes consist of yield tax for Danish and Swedish life and pension companies, financial 
transaction tax and other taxes collected by Nordea on behalf of authorities. 
Withheld 
employee 
taxes, 23%Withholding 
tax, 22% 
Net VAT 
paid, 16% 
Other 
taxes, 39%

===== SIDA 78 =====

Nordea Annual Report 2025 77
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Responsible taxpayer, cont.
Tax governance at Nordea
Nordea operates under the three lines of defence model 
as the primary principle for managing risks and compli‑
ance. To ensure coherent governance of taxes, the Nordea 
Group Tax function is organised as a first line of defence 
support function, ensuring central oversight over tax  
matters in the Group. Group Tax supports with advice and 
recommendations, both in terms of own taxes and in 
 customer‑ and product‑related tax matters. Group Tax 
performs quality and risk assessments to support proper 
management of tax risks within the Group and is repre‑
sented in special tax forums across several business areas. 
In addition, Group Tax issues guidelines, for example on 
transfer pricing, aggressive tax planning and the Common 
Reporting Standard (CRS)/the US Foreign Tax Account 
Compliance Act (FATCA), and holds training sessions 
for employees on these and other tax‑ rela ted matters. 
Breaches in relation to applicable tax legislation, Nordea’s 
tax policy or any other actions relating to tax perceived 
as illegal or unethical may be raised through Nordea’s 
whistle blowing function, Raise Your Concern. To ensure 
tax compliance and accurate disclosures on tax in the 
financial statements, tax calculations prepared by the 
Group entities are reviewed by Group Tax, and the Group’s 
effective tax rate is analysed and monitored.
Statement on commitment to information 
sharing and a fair tax system
Nordea is committed to the legal obligations of informa‑
tion sharing within the tax area and to complying with 
international reporting standards as implemented in 
national laws or bi‑ or multilateral conventions as well as 
other national legal requirements on customer tax report‑
ing. Nordea supports local authorities in fighting tax eva‑
sion and international tax crime.
The international reporting standards implemented in 
national legislation are mainly the Common Reporting 
Standard (CRS) and the International Government 
Agreements entered into on the basis of the US Foreign 
Account Tax Compliance Act (FATCA). In addition, there 
are EU directives on administrative cooperation, including 
DAC6 regarding reporting of cross‑border arrangements.
The CRS is a global standard for the automatic exchange 
of financial account information between local competent 
authorities from different countries issued by the OECD. 
The standard requires financial institutions to identify and 
document financial accounts held by customers with tax 
residence in a country or jurisdiction other than their own, 
and to report this information to the local competent 
authorities, which will exchange the information. Over 100 
jurisdictions have committed to the reporting standard and 
implemented it in their national legislation.
FATCA is a legal framework requiring financial institu‑
tions to identify and report financial accounts held by US 
persons to the local tax authorities, which will subse‑
quently submit the information to the US Internal Revenue 
Service (IRS). Approximately 100 countries and the US 
have entered into information exchange agreements.
DAC6 requires intermediaries and taxpayers to disclose 
potentially aggressive tax planning arrangements to the tax 
authorities to minimise the use and promotion of such 
schemes. The tax authorities will report the arrangements to 
a central database accessible by the authorities of the EU 
member states. In relation to DAC6, Nordea has imple‑
mented a governance procedure across its business areas to 
enable it to fulfil its reporting obligations as an intermediary. 
Moreover, Nordea has a monitoring process for fulfilling its 
reporting obligations as a taxpayer for DAC6 purposes. 
In addition to international customer tax reporting, 
Nordea reports financial information about customers to 
local tax authorities in accordance with mandatory 
requirements in national legislation. The reported informa‑
tion is used by the tax authorities to prepare taxpayers’ 
income tax returns and for control purposes.
N
ordea tax contribution
Finland Sweden Denmark Norway Other Total 
EURm 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
Taxes paid by the Group
Corporate income tax 210 269 407 333 451 423 100 303 55 90 1,223 1,418
Social security contributions 15 11 201 190 140 142 59 56 65 59 481 457
Irrecoverable VAT 149 121 146 130 136 119 36 32 5 6 472 408
Other 3 3 78 74 5 4 1 1 0 0 87 83
Total 377 404 832 726 732 688 196 392 125 155 2,263 2,365
Taxes collected by the Group
Employee payroll taxes
1 147 140 184 170 344 340 98 62 57 53 830 764
Withholding tax 547 594 162 239 0 0 58 55 9 8 775 896
Other taxes2 170 171 303 236 840 600 56 54 1 0 1,371 1,063
Net VAT paid3 109 105 197 169 161 147 96 84 6 6 569 511
Total 973 1,010 846 814 1,345 1,087 308 255 73 68 3,545 3,233
1) Withheld employee taxes for Norway 2024 incorrectly stated – the correct amount is EUR 90m. 
2) Other taxes include yield tax, financial transaction tax and other taxes collected on behalf of authorities.
3) Also including state sales tax in the US (NY).
Nordea is committed to transparency and accuracy in presenting the data in the section “Responsible Taxpayer”. As part of its ongoing efforts to enhance the quality of reporting,  
Nordea continuously reviews and improves its data collection processes and data quality and assesses where further refinement is possible.

===== SIDA 79 =====

Nordea Annual Report 2025 78
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Responsible taxpayer, cont.
Fair, effective and balanced tax system
Nordea supports global initiatives and measures for a fair, 
effective and balanced tax system.
Base erosion and profit shifting (BEPS) refers to tax 
planning strategies used by multinational enterprises to 
exploit gaps and mismatches in tax rules to avoid paying 
tax. Within the OECD/G20 Inclusive Framework on BEPS, 
over 135 countries and jurisdictions are collaborating on 
the implementation of 15 measures to tackle tax avoid‑
ance, improve the coherence of international tax rules and 
ensure a more transparent tax environment. Nordea sup‑
ports the BEPS measures as a step towards fair taxation.
As part of this, the OECD Two‑Pillar Sol ution aims at 
creating a fairer and more effective global tax system by 
addressing the challenges of taxation in a digitalised 
economy and combating profit shifting. Pillar 1 focuses on 
reallocation of taxing rights in relation to digital business. 
In 2024 Pillar 2 (Global Anti‑Base Erosion – GloBE) intro‑
duced a global minimum tax rate of 15% on the profits of 
multinational enterprises. Nordea ensures compliance 
with the GloBE rules.
Statement on relationship and 
collaboration with tax authorities
For Nordea’s tax practices, the tax authorities are the key 
stakeholder in all the jurisdictions in which Nordea oper‑
ates. Nordea has a professional, constructive and transpar‑
ent relationship with the tax authorities. The collaboration 
with the tax authorities can be characterised as good with 
mutual respect and truthful communication.
Nordea has regular interactions with the tax authorities 
in each of the Nordic countries – Nordea’s main markets 
– where relevant tax issues are discussed. Nordea is pro‑
active and informs about significant transactions and 
seeks clearance through binding rulings when needed.
In its tax returns, Nordea provides clear and complete 
information and in some cases makes use of advance 
 pricing agreements. Audits are handled in a timely, profes‑
sional and effective manner, and feedback received from 
the tax authorities in audits and from other interactions is 
used to reduce the tax risk. Nordea’s approach is guided 
by its commitment to integrity, transparency and account‑
ability. In practice, this means maintaining open and con‑
structive dialogue with tax authorities, responding 
promptly to enquiries, and continuously refining internal 
processes to ensure compliance and high‑quality 
reporting.
T
ax strategy key elements
Key elements in Nordea’s approach to tax 
Tax management
• Handling own taxes in a 
responsible, compliant and 
effective manner
• Not promoting or acting as  
a platform for aggressive tax 
planning
• Applying tax positions con‑
sistent with the tax laws and 
 practices of the jurisdictions 
in which Nordea operates
Tax transparency
• Reporting and communi‑
cating tax contributions and 
tax positions in a transparent 
manner
• Committing to the legal 
 obligations of information 
sharing within the tax area 
and complying with inter‑
national reporting standards
Interaction with tax 
authorities
• Acting in a professional,  
con structive and transparent 
manner towards the tax 
authorities and aiming to 
 ensure a good local tax 
reputation

===== SIDA 80 =====

Nordea Annual Report 2025 79
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Country by country reporting
The table below presents, for each country where Nordea 
is established (that is, where Nordea has a physical pres‑
ence), information about the businesses, the geographical 
area, the average number of employees, total operating 
income, operating profit and income tax expense. Nordea 
is considered to have a physical presence in a country if 
Nordea
 has a group undertaking, an associated under‑
taking or a branch in that country. 
Total operating income, operating profit and income tax 
expense are compiled from the consolidated financial 
statements of Nordea prepared in accordance with the 
International Financial Reporting Standards (IFRS) as 
endorsed by the EU Commission. The consolidated finan‑
cial statements of Nordea are published in Nordea’s 
Annual Report and are available at nordea.com. Nordea 
has not received any significant government subsidies.
Country Business1
Geographical 
area
2025 2024
Average 
number of 
employees
Total 
 operating 
income2, 
EURm
Operating 
profit, 
EURm
Income tax 
expense, 
EURm
Average 
number of 
employees
Total 
 operating 
income2, 
EURm
Operating 
profit, 
EURm
Income tax 
expense, 
EURm
Denmark RB, CB, AM, LP Denmark 6,603 3,284 1,482 ‑397 6,808 3,458 1,599 ‑424
Finland RB, CB, AM, LP Finland 6,331 3,234 1,102 ‑210 6,378 3,248 1,276 ‑233
Sweden RB, CB, AM, LP Sweden 6,446 3,502 1,944 ‑404 6,430 3,471 1,836 ‑369
Norway RB, CB, AM, LP Norway 3,150 2,309 1,496 ‑385 2,971 2,395 1,560 ‑388
Poland Other Poland 5,688 386 24 ‑2 5,599 350 23 ‑5
Estonia Other Estonia 1,053 68 4 ‑1 1,096 65 5 ‑1
Luxembourg AM, LP Luxembourg 126 227 159 ‑38 138 238 159 ‑29
United States RB, CB, AM, LP New York 88 121 81 ‑32 93 136 64 ‑26
United Kingdom RB, CB, AM, LP London 64 39 16 ‑4 64 38 18 ‑4
Singapore CB Singapore 7 3 0 0 6 3 1 0
Germany CB, AM Frankfurt 11 11 7 ‑2 12 12 7 ‑2
Switzerland AM Zürich 8 5 1 0 7 4 0 0
China CB Shanghai 26 6 0 ‑1 26 7 1 0
Italy AM Rome 10 6 ‑1 0 9 7 1 ‑8
Spain AM Madrid 4 1 0 0 4 1 0 0
France AM Paris 4 2 0 0 2 1 1 0
Chile AM Santiago 2 1 0 0 2 1 0 0
Belgium AM Belgium 3 1 0 0 2 1 0 0
Austria AM Vienna 0 0 0 0 1 1 0 0
Portugal AM Lisbon 118 12 1 0 101 10 1 0
Russia CB Russia  –  –  –  –  –  –  ‑4  –
Eliminations3  – ‑1,475  –  –  – ‑1,363  –  –
Total 29,742 11,743 6,316 -1,476 29,749 12,084 6,548 -1,489
1) RB=Retail banking, CB=Commercial banking, AM=Asset management, LP=Life and Pension. Split based on Nordea’s business activities, not on Nordea’s organisational units.
2)  Total operating income presented in this table is split by countries based on where Nordea has a physical presence, i.e. where Nordea has a subsidiary, associated undertaking 
or branch, while total operating profit presented in Note G3 is split by country based on the location of the customers’ operations. 
3) Eliminations of transactions consist mainly of intragroup IT services.
Nordea discloses the names of the group undertakings, associated undertakings and branches for each  coun try 
where Nordea is established. These disclosures are  pre sented in Note G9.1 “Consolidated entities” on page 266 
and in Note G9.3 “Investments in associated  undert akings and joint ventures” on page 267–268 of the latest 
 financial statements of Nordea and in the list below.
Denmark
Nordea Investment Management AB, Danish Branch
Nordea Fund Management, filial af Nordea funds Oy, 
Finland
Finland
Nordea Investment Management AB, Finnish Branch
Sweden 
Nordea Funds Ab, Swedish Branch
Norway
Nordea Investment Management AB, Norwegian 
Branch
Nordea Funds Ltd, Norwegian Branch
Italy
Nordea Investment Funds S.A., Italian Branch
France
Nordea Investment Funds S.A. French Branch
Belgium
Nordea Investment Funds S.A., Belgium Branch
Chile
NAM Chile SpA
Germany
Nordea Investment Management AB, German Branch
Nordea Investment Funds S.A., German Branch
Portugal
Nordea Investment Management AB, Portugal Branch
Nordea Investment Funds S.A. Portugal Branch
Singapore
Nordea Asset Management Singapore Pte. Ltd.
Switzerland
Nordea Asset Management Schweiz GmbH
Spain
Nordea Investment Funds S.A. Spanish Branch
United Kingdom
Nordea Investment Funds S.A. UK Branch
United States
Nordea Investment Management North America inc.

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Nordea Annual Report 2025 80
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
Key intangible resources
Category
Relationships  
and social
Human
Intellectual
Brand and  
reputation
Nature
Nordea’s key intangible resources
• Customer relationships built over multiple years through Nordea’s 
 customer promise, as the primary bank for many customers
• Active customer engagement levels
• Relationships with business partners (for example key suppliers) and 
other stakeholders
• Nordea’s role in societies, driven by how Nordea supports the societies 
in which it operates
• Nordea’s employees and their performance, skills, competencies and 
engagement – including specialist skills that are increasingly relevant to 
enable modern relationship banking
• An inclusive workplace and the well‑b eing and health of Nordea’s 
employees, enabling them to generate positive contributions
• Continuous development and training of employees
• Proprietary data and insights about customers and markets in which 
Nordea operates
• Internal models that capture and codify these insights for optimised 
decision‑m aking
• Intellectual property created through innovation and technology and 
process development adding positive value to products and services
• The trust and value associated with Nordea, supported by brand 
 intellectual property rights
• Energy, water and other natural resources as well as healthy 
ecosystems
Role in business model and value creation
• As a relationship bank, strong customer relationships enable 
Nordea to provide better support across a wider range of 
financial needs
• Relationships with business partners and other stakeholders 
extend Nordea’s internal capabilities, capacity and flexibility 
to operate and innovate
• Nordea’s employees and their performance, skills, compe‑
tencies and engagement as well as well‑b eing are key to 
implementing its relationship banking model in a  c ompetitive 
and sustainable way
• A diverse and gender‑ba lanced leadership composition and 
succession pipeline enable strong and stable leadership and 
help Nordea mirror and serve customers better
• Continuous development and training of employees, 
 including specialist skills for example in technology, data and 
analytics, keeps the bank and its employees competitive and 
relevant for customers now and in the future
• Proprietary data and insights help Nordea make better 
 commercial and risk‑r elated decisions, allowing the bank to 
safely operate and serve customers while managing financial 
and non‑f inancial risks
• Intellectual property enables Nordea to add value to its 
 services and operations (for example by improving customer 
experience and increasing operational efficiency through 
Nordic scale)
• A lever for strong customer relationships, demand 
 generation and pricing power 
• Resilience and risk mitigation
• Natural resources and ecosystems are important enablers of 
value creation for a large share of Nordea’s customer 
 segments, for example agriculture and real estate. As such, 
they play an important role for Nordea through its customers
Key data points 2025
• 5 million digital customer engagements
• Approximately 29,000  full‑t ime equivalent employees 
in total, including approximately 4,300  in the 
 Technology organisation
• Leadership gender split: 56% men, 44% women
• 82% of employees have a personal development plan
• Average time spent per employee on training: 16.3 
hours
• Thousands of applications that generate data
• 99% of customer interactions are digital
• 1.6 billion personalised in ‑a pp actionable insights 1
• Continued Nordic uplift in active brand consideration 
and good reputation 
• See “Sustainability Statement” on pages 81–190
1) Yearly figure is estimated based on the activity level in September 2025.

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Nordea Annual Report 2025 81
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
TABLE OF CONTENTS
Sustainability 
s
tatement
General information  82
Environmental information  105
EU Taxonomy disclosures ............................................................105
E1 Climate change .............................................................................110
E4 Biodiversity and ecosystems  ...............................................151
Social information  156
S1 Own workforce  ............................................................................156
S4 Consumers and end-users ....................................................167
Governance information  175
G1 Business conduct  ....................................................................... 175
Appendix 181
EU Taxonomy disclosures (cont.) ............................................ 181
“ This statement demonstrates 
our progress in building 
resilience and transitioning 
together with our customers 
– in line with our strategic
sustainability priorities.”
Anja Hannerz 
Head of Group Sustainability
Climate and energy
Preferred Nordic transition partner
READ MORE   
E1 CLIMATE CHANGE
Nature
Expert on nature-related 
risks and oppor
tunities 
READ MORE  
E4 BIODIVERSITY AND ECOSYSTEMS
Financial well-being
Personal, accessible and 
incl
usive adviser 
READ MORE   
S4 CONSUMERS AND END-USERS
Inclusive and safe societies
Responsible financial services provider 
suppor
ting human rights 
READ MORE  
S1 OWN WORKFORCE   
G1 BUSINESS CONDUCT

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Nordea Annual Report 2025 82
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
General information
Our strategic vision for sustainability is to be the preferred 
financial partner in the Nordic transition to net zero – transitioning 
and growing together with our customers. Sustainability is 
integrated into our Group strategy, with related strategic priorities 
organised around four themes: climate and energy, nature, 
financial well-being, and inclusive and safe societies. 
Strategic sustainability priorities 
We believe that sustainability builds competitive advan-
tages for corporates and institutions, and resilient, inclusive 
and safe societies. It is also at the core of who we are: a fact 
reflected in our commitments, policies and customer offer-
ing, and how we organise our operations and manage risks.
As the largest financial services group in the Nordics, 
we take responsibility for mitigating potential negative 
impacts associated with our business activities and con-
tributing to positive societal impacts and financial stability. 
Our sustainability-related efforts are underpinned by four 
themes, each informed by the outcome of our 2025 double 
materiality assessment: climate and energy, nature, finan-
cial well-being, and inclusive and safe societies.
Climate and energy
Climate change is a global challenge requiring global 
action. We are committed to supporting a just transi-
tion towards a net-zero emissions economy across our 
value chain, enabling the transition both for individual 
customers and on a societal level. Our desired position 
is to be the preferred Nordic transition partner.
Nature
Nature is the foundation of a resilient economy and 
financial stability. We seek to understand and manage 
our impacts and dependencies on biodiversity and 
ecosystems – and to help make the nature agenda 
financeable. Our desired position is to be a financial 
expert on nature-related risks and opportunities.
Financial well-being
Financial well-being fosters stability and resilience. We 
aim to support the financial well-being of individuals 
and households across the Nordics, while addressing 
risks and barriers that could make such a state harder 
to attain. Our desired position is to be a personal, 
accessible and inclusive adviser.
Inclusive and safe societies
Responsible financial services are fundamental to 
building safe, inclusive and resilient societies. We want 
to help people engage with the financial system safely, 
fairly and with confidence, while advancing respect for 
human rights and supporting financial stability. Our 
desired position is to be a responsible financial services 
provider supporting human rights.
To meet our ambitions under each sustainability theme, 
we have identified three focus areas where we can make a 
difference through our financing, investments and internal 
operations: 
Offering: support customers’ transitions 
as a leading provider of sustainable and 
transition finance
Engagement: actively engage to 
manage impacts and risks
Resilience: further integrate ESG factors 
into core processes to strengthen long-
term resilience
EUR 235bn 
in sustainable financing facilitated  
during the period 2022–25
7 
new Group-level 2030 targets to support  
our strategic sustainability priorities

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Nordea Annual Report 2025 83
Introduction Strategic report Our stakeholders Business areas Board of Directors’ report Financial statements Other
General information, cont.
Offering
We deploy capital, invest and provide 
advice to help our customers transition to 
a more sustainable future. Our sustainability-re-
lated product and service offerings are our lever to 
support our customers’ sustainable practices and 
enable sustainable choices. We aim to be the pre-
ferred financial partner for customers in all stages 
of transition. More information on our customer 
offering can be found on pages 83–84.
Engagement
Our size and strength as a leading finan-
cial services group allow us to actively 
and credibly engage with customers, investee 
companies and other stakeholders to support and 
advance the transition. Detailed information on our 
stakeholder engagement can be found in the topi-
cal sections “E1 Climate change”, “E4 Biodiversity 
and ecosystems”, “S1 Own workforce” and “S4 
Consumers and end-users”. A general overview is 
provided on pages 86–87 below.
Resilience
We have adopted a long-term perspective 
and believe that companies with sustaina-
ble business models carry lower risk. Helping cus-
tomers build resilience therefore goes hand in 
hand with future-proofing our business. To main-
tain our financial strength and strong capital posi-
tion – and thus our ability to support society and 
contribute to economic sustainability – it is crucial 
that we understand and manage sustainability-re-
lated impacts, risks and opportunities. See pages 
91–94 for information on how we identify and 
assess these matters. 
Sustainability-related offering 
Our ESG-related product and service offerings enable us 
to support sustainable practices and actively engage with 
customers and investees. They are therefore important for 
executing our strategic sustainability priorities and achiev-
ing our targets. They also make it possible to incorporate 
ESG factors into our funding and liquidity strategy, includ-
ing through sustainability-related funding activities.
Over the past couple of years there has been a signifi-
cant increase in the uptake of our sustainability offering, 
accelerated by customer demand and the strengthening 
of our product range, advice and engagement. With our 
experience and expertise in sustainability-linked and 
green lending, ESG-focused investment products and 
active ownership, we are in a good position to continue 
supporting customers’ and investee companies’ transitions 
to a sustainable future.
Sustainable financing and facilitation
We offer a range of sustainable financing solutions that 
broadly cover transition financing and the financing of 
sustainable activities and projects. Our offering includes 
lending products, such as green loans and sustainability -
linked loans, and facilitating customers’ access to capital 
market financing, for example green, social, sustainable 
and sustainability-linked bonds. This is presented in the 
“Sustainable financing” table to the right.
Our sustainable financing adheres to and takes into 
account policies and guidelines, both internal and external. 
Our sustainable finance advisory teams support our cus-
tomer relationship and debt origination teams, enabling us 
to link offerings to customers’ sustainability objectives and 
material ESG factors, and align them with relevant sus-
tainable financing criteria. 
In 2025 we helped facilitate EUR 50bn in sustainable 
financing, predominantly for large corporate and institu-
tional customers. This corresponds to the full deal value of 
the facilitated corporate transactions and not only our 
apportioned share. In total, we facilitated 159 green, sus-
tainable, sustainability-linked and social bond transac-
tions. Together with our green and sustainability-linked 
loans, this has enabled us to exceed our 2025 target of 
facilitating at least EUR 200bn in sustainable financing.
Sustainable financing
Corporates Households
Public entities 
and Financials 2025 2024 2023
Green loans, EURm1
Loans in green categories2 12,463 21 294 12,778 11,121 9,902
   – of which green buildings 9,839 18 1 9,859 8,863 8,042
   – of which renewable energy 1,249 2 – 1,251 1,186 1,125
   – of which pollution prevention 555 – 229 784 613 476
   – of which sustainable management 280 – 20 300 166 122
   – of which energy efficiency 391 0 43 434 165 84
   – of which clean transportation 149 1 0 150 127 53
Green mortgages3 – 2,817 – 2,817 1,988 1,250
   – of which Sweden – 2,538 – 2,538 1,785 1,209
   – of which Norway – 273 – 273 197 35
   – other – 5 – 5 5 5
Total 12,463 2,838 294 15,595 13,109 11,151
Sustainability-linked loans, EURm4
   – of which drawn loans 9,091 – – 9,091 9,264 8,600
   – of which undrawn commitments 9,345 – – 9,345 8,589 10,661
Total 18,436 – – 18,436 17,853 19,261
1) Loans sold as green fulfilling the Nordea green funding framework criteria. Excluding loans reclassified as green by Nordea, as well as off-balance sheet volumes for 
exposures. 
2) Household loans which are sold as green by the Nordea mortgage entities and fulfil the Nordea green funding framework criteria (i.e. green mortgages) are excluded from 
the figures reported under “Households”.
3) Includes household loans which are sold as green by the Nordea mortgage entities and fulfil the Nordea green funding framework criteria (i.e. green mortgages).
4) Ancillary products are excluded from the reported figures.
Sustainable finance facilitation
2025 2024 2023
Annual volume of facilitated 
transactions, EURm 50,006 50,1412 76,955
Annual number of facilitated 
corporate transactions
1 262 259 245
1) Includes green, sustainable, sustainability-linked and social bond transactions 
and green and sustainability-linked loan transactions.
2) Due to improved data quality, this figure has been restated from the amount 
reported in 2024 (49,948). The restatement represents an adjustment of 0.4%.
Total facilitation of sustainable financing, EURbn
2025 target2025202420232022
58
135
77
50
185 50
235
200

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