Competency profile of the Board of Directors collectively
2 COMPETENCY PROFILE OF THE BOARD OF DIRECTORS COLLECTIVELY
Background and methodology
The Danske Bank Group's Board
of Directors is composed on the principle of each member being considered fit and proper, and with the aim of ensuring that the Board has adequate:
- collective knowledge;
- professional competencies and skills; and
- experience to ensure that the Board makes appropriate decisions regarding the Bank's business model, willingness to take on risk, strategy, markets and activities for the benefit of its stakeholders, its customers, employees and the societies in which the Bank operates.
The composition of the Board reflects the general requirements of Danish law, including the specific legislative requirements for financial institutions, EU regulations and applicable corporate governance recommendations, inter alia, the Danish recommendations on corporate governance and EBA guidelines.
The purpose of Board's assessment is to ensure that the Board is competent, relevant, professional and active.
The assessment is made with regard to the significant role that Danske Bank has as a systemicallyimportant financial institution.
The assessment considers;
- the Board members' role and duties in light of their position and the required capabilities;
- the Board members' knowledge and skills attained througheducation, training and practice;
- the Board members' level and profile of education;
- the Board members' practical and professional experience gained in previous positions; and
- the knowledge and skills acquired and demonstrated by the professional conduct of the Board members.
Further, the assessment includes analysis of practical experience and knowledge and skills from previous occupations considering nature, scale and complexity of the business and function.
In its nomination process, the Board ensures that it maintains the competencies and experiences that are requiredin order for it to carry out the management duties and responsibilities it is charged with, including sufficient time to perform its duties. The Board also considers the sizeof the Board to fulfil the objectives of constructivedebate and effective decision-making. The Board shall be able to make decisions considering the business model, risk appetite, strategy and markets in which the Bank operates.
The Board strives to maintain the necessary diversity in regard to, e.g., age, gender, nationality, experience and educational and professional backgroundin
accordance with Danske Bank's
Diversity & Inclusion Policy and the appertaining gender diversity targets.
The Board's collective
competencies and experiences are the sum of the individual
board members' and employee representatives' competencies and experiences as the Board operates as a collegialbody.
The assessment of the Board's composition focuses on whether the members possess the competencies listedin the following.
When assessing its collective competency profile, the Board considers benchmarking against peers. Inspired by a benchmark prepared with external support in September 2022, the Board aims to have at least one Board member with the minimum of 5 years of experience within each competency area.
This assessment takes place on an ongoing basis and at least annually.
3 COMPETENCY PROFILE OF THE BOARD OF DIRECTORS COLLECTIVELY
Board competency profile
Description ofpersonal skills
Personality | |||||||||||||||||||||||||||||
Personal honesty | Good repute | Authenticity | Teamwork | Persuasiveness | |||||||||||||||||||||||||
Stress resistance | Loyalty | Independence | Sense of responsibility | Integrity | |||||||||||||||||||||||||
Mind-set | |||||||||||||||||||||||||||||
Analytical capability to guide decision- | Negotiation and | Independence of mind | |||||||||||||||||||||||||||
making | communicationskills | ||||||||||||||||||||||||||||
Skills in chairing meetings, ability to challenge and give constructive support and | Decisiveness | ||||||||||||||||||||||||||||
feedback to management, its practices and decisions | |||||||||||||||||||||||||||||
Strategic acumen and the ability to plan strategically both short | Ability to organise tasks effectively | ||||||||||||||||||||||||||||
and long-term | |||||||||||||||||||||||||||||
Language | |||||||||||||||||||||||||||||
Fluent in English | Preferably Nordic languages | ||||||||||||||||||||||||||||
Time commitment | |||||||||||||||||||||||||||||
Commitment | Work capacity | ||||||||||||||||||||||||||||
Description ofmanagementskills | |||||||||||||||||||||||||||||
Governance | |||||||||||||||||||||||||||||
Understanding of robust governance arrangements, structures and challenges, | Reporting from | ||||||||||||||||||||||||||||
including how to best design effective escalation processes, clear reporting | management and | ||||||||||||||||||||||||||||
lines and allocation of responsibilities | committees | ||||||||||||||||||||||||||||
Banking | |||||||||||||||||||||||||||||
Experience from another relevant financialinstitution (at | Understanding of banking or other relevant | ||||||||||||||||||||||||||||
least one Board member) | financial institutions | ||||||||||||||||||||||||||||
4 COMPETENCY PROFILE OF THE BOARD OF DIRECTORS COLLECTIVELY
Business | ||||
Group's relative position and | The risks, concentrations and dependencies relatedto the business | |||
challenges | model | |||
Understanding of alternative/ | Experience in strategic management, preferably from a major | |||
disruptive business models | strategy consultancyfirm | |||
Identifying and exploiting opportunities regarding business resilience and consideration of sustainability
related risks and opportunities
Management
Executive level experience from/in management of large companies, institutions or organisations,
including financial institutions
Experience with stakeholder management | Experience in managing strategyprocesses | |
Description ofBoard experience
Understanding the role of the board versus the role of the executive management
Description offinance, accounting and audit skills
Finance
Understanding of financein all its facets, including property finance | Experience in making financial | |
decisions | ||
Understanding of banking, asset management and insurance operations | ||
Account ing
Ability to evaluate and apply financial facts | Financial accounting practices and regulatory | |
reporting | ||
Audit
Experience in audit relatedmatters (at least one member of the Audit Committee), including theinternal
audit function | ||||
Description offunding and capital structure skills | ||||
Knowledge of funding through debt and | Knowledge of relevant | Regulatory framework | ||
equity capital markets | legislative issues | |||
Understanding of theshare and capital structure's impact on the strategyand
long-term value creation
5 COMPETENCY PROFILE OF THE BOARD OF DIRECTORS COLLECTIVELY
Description ofprofessionaland industryskills
Knowledge of relevant banking | Knowledgeof the banking industryand the various markets in | ||||
products and technology | which the Group operates | ||||
Customer and quality- | Legal requirements and regulatory framework, including in relation to | ||||
oriented | sustainabilityand societal impact | ||||
Awareness of financial, economic, social and other developments in society at both national and | |||||
international level | |||||
Description ofbusiness acumen
Understanding of market demands, including retail customer needs, social media and the importance of
customer centric service
Understanding of research, development | Understanding of marketing, communication, business | |
and innovation | development and sales | |
Good commercial judgment and understanding of the relationship between risk and reward | ||
Description ofinternational business skills
Understanding of related issues and market practices in the individual | Understanding of and | |
regions/countries in which theGroup operates in particular the Nordic | experience in international | |
countries | business | |
Description ofrisk managementskills
Risk management
Understanding of laws and regulations related | Understanding of stress testing | |
to risk management | ||
Experience with an independent risk management function including sophisticatedrisk management
models and methods
Financial risks
Knowledge of and experience with credit risk, market risk, liquidity risk and life insurance risk
Non-financial risks
Knowledge of and experience with operational risk, information, technology (IT) and security risk, data
risk, financial crime risk and regulatory and compliance risk
Aggregate risks
Strategic risk
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Danske Bank A/S published this content on 06 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 February 2023 15:09:08 UTC.