Corporate Governance
SEK has a highly developed corporate governance system in place to meet the Swedish state’s requirements for return on equity and an effective operation.
Articles of Association
The owner (the Swedish state) decides by way of the Articles of Association, the company’s operational objectives and specific stated frameworks for operations. However, the direction of operations is decided on by Swedish parliament.
The Board of Directors
SEK’s Board of Directors is responsible for the overall governance and strategic direction of the company. The Board oversees SEK’s operations, financial reporting, risk management and internal control, and supports the company’s long-term objectives.
Read more about the Board of Directors, the Board’s work, and the Board Committees.
The work of the Auditors
The Board decides an annual letter of engagement concerning the format of the auditors’ work. The auditors study the written material during the year that has been sent to the Board. They also examine the minutes from the Board and Committee meetings. The auditors participate in at least one of the Board meetings per year. Additionally, SEK’s CEO has regular meetings with the auditors during the year. At these meetings, the focus and scope of the audit is discussed, as well as the coordination of internal and external audits, internal control, key audit matters and the financial reports that SEK submits.
Remuneration system
The Board of Directors’ Remuneration Committee prepares proposals for decision by the Board relating to the human resources policy, on total remuneration for the CEO, for other members of the executive management, for the Head of Compliance, and for other employees reporting directly to the CEO, as well as on the terms and conditions for and the outcome of the company’s remuneration system. The Remuneration Committee also prepares and handles overall issues relating to remuneration (salaries, pension and other benefits), measures aimed at following up the application of the human resources policy, and issues relating to succession planning.
The Remuneration Committee ensures that the relevant department for control, together with the Remuneration Committee, annually reviews and evaluates the company’s remuneration systems and also reviews whether such systems comply with the company’s human resources policy and relevant instructions regarding remuneration. The outcome is presented to the Board of Directors in a separate report on the same day as the annual report is submitted.
Employees whose work duties have a material impact on SEK’s risk profile
As part of its strategic analysis and planning, the company undertakes an annual process for internal capital and liquidity assessment processes. As part of this evaluation, an analysis is conducted with the aim of identifying employees whose work duties have a material impact on SEK’s risk profile, including risks related to the company’s human resources policy and remuneration system. The outcome of this analysis is taken into account when designing the remuneration systems in order to promote sound and efficient risk management and to restrict excessive risk-taking. For additional information, refer to the annual report.
Deviations from the Code
SEK’s corporate governance deviated from the Code on the following points in the 2024 fiscal year.
Nomination Committee
Owing to its owner structure, SEK lacks a Nomination Committee. The nomination procedure complies instead with the Swedish state’s ownership policy (link to ownership policy).
Chairman of the Annual General Meeting
Owing to its owner structure, SEK lacks a Nomination Committee that is able to make proposals for the nomination of the Chairman of the Annual General Meeting. The election of the Chairman of the Board takes place at the Annual General Meeting instead, in accordance with the provisions of the Swedish Companies Act . This is also in line with the Swedish state’s ownership policy.
Appointment of auditors
The nomination process for auditors adheres to the principles described in the state’s ownership policy.
The Board of Directors’ independence from the owner
SEK does not disclose whether members of the Board of Directors are independent in relation to the owner. This is in accordance with the state’s ownership policy, which makes clear that nominations to the Board must be published in accordance with the Code’s guidelines, with the exception of the reporting of independence to the major owners. In entirely state-owned companies, there is no reason to report on independence since there is no minority interest to consider.
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