Nordea Bank AB | Shareholder proposal for amendment of the Company’s Articles of Association at Nordea Bank AB
How other organisations have declared their voting intentions
| Organisation name | Declared voting intentions | Rationale |
|---|---|---|
| Humle Fonder | Against | The proposal to amend Nordea's Articles of Association to ensure alignment with the Paris Agreement is well-intentioned, reflecting the critical challenges posed by climate change. However, such an amendment represents poor corporate governance. Nordea's governance structure comprises three hierarchical decision-making bodies: the Shareholder Meeting, the Board of Directors, and the Chief Executive Officer. The Shareholder Meeting controls the Articles of Association, detailing the company's foundational rules (e.g., company name, scope of operations, amount of share capital), while the Board of Directors oversees strategic decisions, including sustainability initiatives. This clear delineation ensures effective governance, and is consistent with the Finnish and Swedish corporate governance codes. Amending the Articles of Association as proposed places oversight of Paris alignment with the Annual Meeting, dividing sustainability work between two governing bodies in a way that is unworkable and a poor practice. The European Union’s Sustainable Finance Disclosure Regulation requires mutual funds like ours to ensure the good governance practices of their holdings. Based on this regulatory requirement, we must vote against the proposal. Nordea has already committed to aligning its business strategy with the Paris Agreement, targeting net-zero emissions by 2050 and a 40-50% reduction by 2030 across all lending and investment portfolios. Other banks making similar commitments have done so without amending their Articles of Association, including Ekobanken, the most sustainable bank in Sweden according to Fair Finance Guide Sverige. Hence, it is not necessary to deviate from established good governance practices to ensure Paris alignment, and we are confident Nordea will be able to reach their goals without doing so. |
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