The Board Nomination Committee consists of Merete Eldrup, former
CEO (Chair), Nina Smith, Professor, and Per W. Hallgren, CEO, who
are all members of the Boards of Directors of Nykredit A/S and
Nykredit Realkredit A/S elected by the Annual General Meeting.
and the Board of Directors. The Committee's remit covers Nykredit
Realkredit A/S, Nykredit Bank A/S and Nykredit Leasing A/S.
The Asset/Liability Committee (ALCO) undertakes the day-to-day re-
sponsibilities and tasks of the Executive Board in the areas of capital,
funding, liquidity and market risk according to guidelines approved by
the Boards of Directors. The Committee has a governance mandate in
these areas at Group as well as at company level. The Committee's
remit covers Nykredit Realkredit A/S, Totalkredit A/S and Nykredit
Bank A/S.
The Board Nomination Committee held 3 meetings in 2021.
Board Remuneration Committee
The principal tasks of the Board Remuneration Committee are to qual-
ify proposals for remuneration prior to consideration by the Board of
Directors and to make recommendations in respect of Nykredit's re-
muneration policy, including guidelines on incentive pay, for the ap-
proval of the Board of Directors, as well as to assist in ensuring that
these are observed. Moreover, the Board Remuneration Committee
reviews and considers the criteria for and process of appointing risk
takers, assesses whether the Group's processes and systems relative
to remuneration are sufficient and takes into consideration the Group's
risks, and ensures that the remuneration policy and practices are in
alignment with and promote sound and effective risk management and
are in accordance with the Group's business strategy, objectives, val-
ues and long-term interests. Finally, the Board Remuneration Commit-
tee ensures that the information in the Annual Report about remunera-
tion of the Board of Directors and the Group Executive Board is cor-
rect, fair and satisfactory.
The Group Risk Committee is charged with overseeing the Nykredit
Group's overall risk profile and capital requirements, in order to assist
the individual Executive Boards and Boards of Directors of the
Nykredit Group in ensuring compliance with current legislation and
practice. The Committee's remit covers Nykredit Realkredit A/S, To-
talkredit A/S, Nykredit Bank A/S, Nykredit Portefølje Administration
A/S and Nykredit Leasing A/S.
The Contingency Committee has the overall responsibility for compli-
ance with IT security policy rules in relation to contingencies (major
accidents and catastrophes) and the Group's entire spectrum of con-
tingency plans covering IT as well as business aspects. The Commit-
tee's remit covers Nykredit A/S, Nykredit Realkredit A/S, Totalkredit
A/S, Nykredit Bank A/S, Nykredit Portefølje Administration A/S,
Nykredit Leasing A/S and Nykredit Mægler A/S.
The Board Remuneration Committee consists of Merete Eldrup, for-
mer CEO (Chair), Nina Smith, Professor, and Per W. Hallgren, CEO,
who are all members of the Boards of Directors of Nykredit A/S and
Nykredit Realkredit A/S elected by the Annual General Meeting, as
well as Kristina Andersen Skiøld, Chair of NYKREDS, who is staff-
elected member of the Board of Directors of both companies.
The Products Committee's overarching objective is to ensure that the
Nykredit Group's products meet applicable business and regulatory
requirements. The Committee must ensure that any launch of new or
changes to existing products and services, involving material risks for
the Group, the individual companies, counterparties or customers, are
in alignment with the business models of the individual companies and
comply with the current product policy and the Executive Boards'
guidelines for development and approval of new products and ser-
vices. Further, the Committee must regularly monitor and evaluate the
existing products and assess any need for changing or adjusting indi-
vidual products or an entire product range. The Committee's remit co-
vers Nykredit Realkredit A/S, Totalkredit A/S, Nykredit Bank A/S,
Nykredit Portefølje Administration A/S and Nykredit Leasing A/S.
The Board Remuneration Committee held 3 meetings in 2021.
Details on bonuses to risk takers as well as remuneration policy and
practices are available at nykredit.com/remuneration
Group Executive Board
Nykredit Realkredit's Group Executive Board consists of Michael Ras-
mussen, Group Chief Executive, David Hellemann, Group Managing
Director (CFO/COO), Anders Jensen, Group Managing Director
(CRO) and Tonny Thierry Andersen, Group Managing Director (Bank-
ing).
CORPORATE GOVERNANCE
Some years ago, it was decided that Nykredit should act as a listed
company for external purposes and operate on the basis of sound
business terms.
Committees
The Group Executive Board has set up five committees, which per-
form specific tasks within selected fields. Each committee must report
to the entire Group Executive Board, and the individual members may
at any time request the Executive Board to decide on a case.
In consequence, Nykredit regularly considers the Recommendations
on Corporate Governance of the Danish Committee on Corporate
Governance subject to the adjustments that follow from Nykredit's
special ownership and management structure, and complies with the
recommendations where relevant. The recommendations form part of
the rules of Nasdaq Copenhagen.
The Credits Committee is charged with ensuring adequate credit risk
management and approving and/or deciding credit applications and
loan impairments as well as overseeing the management of risks in
the Nykredit Group's credits area. The Committee manages the
Group's loan portfolio and submits recommendations on credit policies
to the individual Executive Boards and Boards of Directors. The Com-
mittee lays down business procedures for the granting of credits within
the limits of the guidelines laid down by the Group Executive Board
The recommendations concerning the composition and organisation
of the Board of Directors, and in particular the independence of the
Board of Directors and shareholders' role and interaction with the
company management, are aimed at ordinary listed companies with
many shareholders.
40/167
Annual Report 2021 – Nykredit Realkredit Group
