Board committees


Role of the Board committees

The Board delegates specific powers to Board committees to assist it in carrying out its responsibilities. Terms of reference for each committee set out the authority, role, responsibilities, composition and meeting procedures of the committee. The outputs from each committee meeting are reported to the Board regularly, ensuring the Board maintains the necessary oversight.

Appointments of the Board Committee Chairs, as well as of the members of the committees, are made by the Board. The appointment is for a period of three or four years, which can be extended provided the director still meets the criteria for membership of the committee, and is subject to annual re-appointment at the AGM.


Board Nomination Committee

The Nomination Committee’s purpose is to periodically review the composition and effectiveness of the Board, approve descriptions of roles, capabilities and time commitments required for Board appointments and make recommendations to the Board and to the shareholder for new Board members, and members of Board committees. The Committee is also responsible for reviewing the current succession plan for both executive and non-executive directors.

Members: Agneta Lilja (Chair), Patricia Jackson and Maureen Laurie.

All members of the committee are non-executive directors.

Board Risk and Compliance Committee

The Board Risk and Compliance Committee maintains oversight of all key risk categories relevant to the business of the Bank. In doing so it assists the Board of directors of the Bank in fulfilling their risk oversight responsibilities. This Committee also monitors risk control and risk management in the Bank, and oversees the Bank’s processes for monitoring compliance with laws and regulations. It also provides oversight, review and challenge of the suitability of the Bank’s Risk Management Framework and considers reports from, and oversees the work of, the Chief Risk Officer, the Chief Credit Officer and the Chief Compliance Officer. 

Members: Patricia Jackson (Chair), John Ellacott, Margaret Willis, Arja Taaveniku and Agneta Lilja.

All members of the committee are non-executive directors.

Board Remuneration Committee

The Board Remuneration Committee has ownership and oversight responsibility for setting the remuneration policy for all the Bank’s executive directors and employees who are senior management function holders and the chief executive officer of HWAM (‘senior management’). The Committee makes recommendations on the remuneration and other terms of employment for senior management, in addition to reviewing and recommending proposals on the variable remuneration awards at HWAM to the Board and shareholder, ensuring that remuneration reflects the Handelsbanken Group’s culture and risk tolerance. Remuneration of non-executive directors are determined by the shareholder, in consultation with the Chairman of the Board.

Members: Maureen Laurie (Chair), Mikael Hallåker, Margaret Willis and John Ellacott.

All members of the committee are non-executive directors.

Board Audit Committee 

The Board Audit Committee assists the Board in fulfilling its oversight responsibilities for the financial reporting process, the internal system of financial controls and the internal and external audit process. The Committee is also responsible for overseeing the Bank’s arrangements for whistleblowing.

Members: John Ellacott (Chair), Patricia Jackson and Margaret Willis.

All members of the committee are independent non-executive directors.

Board IT Strategy Committee

The Board IT Strategy Committee helps formulate and has oversight of the Board approved overarching UK IT Strategy. The Committee does not have any decision-making authority, with its remit limited to strategic review and oversight, whilst providing guidance and support.

Members: Agneta Lilja (Chair), Mikael Hallåker, Arja Taaveniku and Maureen Laurie.

All members of the committee are non-executive directors.

Board performance and accountability

The Handelsbanken plc Board and its committees are subject to regular, evaluation of their effectiveness and all Board members also undergo regular performance reviews. In 2022 the Bank undertook an externally-evaluated effectiveness review which provided confirmation on the effective functioning of the Board.

All directors are subject to re-election at each Annual General Meeting.

Relationship between the Board and the senior executive team

The roles of the chairman and the chief executive officer are separate, with a clear division of responsibilities between the running of the Board by the chairman and executive responsibility for running the Handelsbanken plc business by the chief executive officer. 

The Board delegates day-to-day management of the business and implementation of strategy to the chief executive officer. To assist the chief executive officer in his day-to-day management of the Bank, he is supported by recommendations and advice from the Executive Committee, an executive forum comprising of senior management, which he chairs. 

There are number of management committee meetings that takes place and provide a regular oversight of risk matters to the Bank’s Executive Committee.