Danske Bank’s Corporate Governance

Danske Bank’s management structure reflects the statutory requirements governing listed Danish companies. The Board of Directors is entrusted with the overall and strategic management of Danske Bank, including responsibilities to monitor compliance and risk management. The Board defines overall limits for market risks and approves important elements of the risk management framework. Regular reporting enables the Board of Directors to monitor whether risk management policies and systems are complied with and match the Group’s needs. In addition, the Board of Directors reviews reports analyzing the Group’s portfolio during the year, particularly information about industry and sector concentrations.

From 2007 to 2017, the Board of Directors consisted of anywhere from eight to ten members elected to one-year terms at the general meeting and four to five employee representatives appointed for four-year terms. Under Danish law, employees are entitled to elect from among themselves a number of representatives equal to half of the number of members elected by the general meeting. Non-employee board members are not required to be independent. Committees of the Board of Directors include: the Nomination Committee, Credit Committee, Salary and Bonus Committee, and Audit Committee. The Audit Committee supervises external accounting and auditing but has no risk management responsibilities. Under Danish law, board committees do not have independent decision-making authority.

The Board of Directors appoints the Executive Board, which is responsible for the day-to-day management of the Bank and is chaired by the Chief Executive Officer. Its obligations include ensuring the Bank’s organizational structure is robust, transparent, and has effective lines of communication and reporting, including compliance and Anti-Money Laundering (AML). At the time of the Sampo Bank acquisition (November, 2006), the Executive Board had three committees that were in charge of ongoing risk management: the All Risk Committee, Credit Committee, and Operational Risk Committee.[5]

The All Risk Committee is responsible for the Group’s risk appetite process, capital and funding structure, and risk policies for relevant business areas. The Executive Board’s Credit Committee reviews credit applications that exceed the lending authorities of the business areas. It is also in charge of preparing operational credit policies and approving or rejecting credit applications involving issues of principle. The Operational Risk Committee is responsible for implementing a group-wide program that implements operational risk programs, processing reports from operational risk management functions, and handling “critical risks.”

Until it was disbanded upon the introduction of a new organizational structure in 2012, the Executive Committee, headed by the chairman of the Executive Board, was a larger body— compared to the Executive Board—that constituted the Group’s day-to-day executive management and functioned as a coordinating forum.[9] Its objective was to take an overall view of activities across the Group, focusing on the collaboration between support functions and product suppliers on the one hand, and individual units and country organizations on the other.

[5] Danske Bank, Risk Management 2007, at 11 (Feb. 2008),