Governance

Governing Norway’s leading bank and one of the country’s largest employers requires well-organised structures and good decision-making systems – all the way from the top management to each individual employee.

In DNB, we are committed to sound control, risk management and governance, which should be strict enough to ensure that we always know what the different units in the Group are doing, without preventing people and ideas from thriving. It is vital that we master this balancing act in order to ensure responsible corporate governance and operations.

Corporate governance

Corporate governance in DNB is about how the Board of Directors and group management govern and manage the company to preserve and develop the company’s values in an optimal manner. Sound corporate governance and good leadership is a prerequisite for ensuring sustainable operations. The governance of DNB shall ensure that DNB’s business operations are conducted in a responsible and pro table manner, in the best interests of customers, shareholders, employees and other stakeholders.

DNB’s management and Board of Directors annually review the principles for corporate governance and how they are implemented in the Group. DNB hereby gives an account of the Group’s corporate governance principles and practice pursuant to Section 3-3b of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance.

The review is divided into three parts:


Describes the main priorities of the Board of Directors in 2017.

Accounts for DNB’s compliance with section 3-3b, second subsection of the Norwegian Accounting Act. DNB does not deviate from the requirements in any way.

Accounts for how DNB follows up the Norwegian Code of Practice for Corporate Governance. DNB complies with the Code of Practice. A minor deviation is accounted for in section 14.

The key topics on the Board of Directors’ agenda in 2017 were the Group’s new strategic platform, a review and update of the Group’s governing documents and follow-up of the so-called Panama Papers case. These topics are elaborated on below. No cases of significant control failure were identified during 2017, and in the Board’s view, there are appropriate systems, procedures and measures in place to ensure sound corporate governance and internal control.


Sections 9 and 10 of part C provide a more detailed and comprehensive overview of the Board’s work, risk management, and internal control.

Moreover, there are no significant changes in the Board’s corporate governance compared with previous years.

NEW STRATEGIC PLATFORM

2017 was a year characterised by the efforts to develop and obtain endorsement for DNB’s new strategy. The Board was closely involved in the process and approved the value platform, the strategies for the various segments and the implementation plan.

Read more about DNB’s new strategy in the chapter DNB in brief.

In order to reach the goals of the new strategy, the Board adopted a new group structure in December. The changes included the establishment of New Business and Compliance as new areas reporting to the group chief executive. At the same time, new meeting places were introduced to speed up decision-making within the bank’s strategic priority areas. During the first half of 2018, the new group structure will also lead to changes at lower levels in the organisation.

REVIEW AND UPDATE OF GOVERNING DOCUMENTS

DNB has a four-level hierarchy for governing documents. As a result of the ongoing work with corporate governance, reinforced by the so-called Panama Papers case in 2016, the Board asked group management to review and update all of the Group’s governing documents. Processes and activities related to implementation and compliance were also reviewed. The Board was continuously informed about the process and during 2017 approved updates and changes to all the governing documents at the two upper levels.

The governance principles are further explained in part C, section 1.

STATUS OF THE BOARD’S MEASURES FOLLOWING THE PANAMA PAPERS CASE

As a consequence of the Panama papers case, the Board decided to implement a number of measures. The following provides a status on these.

  • External whistleblowing channel. An internal process for the establishment of an external whistleblowing channel through which employees can report reprehensible conduct has been completed, but requires external approval. Implementation will start as soon as such approval is in place.
  • Management and control of subsidiaries. New instructions for subsidiaries have been prepared and implemented in all affected units.
  • Introduction of new guidelines for the approval of new products. The guidelines have been adopted and implemented.
  • Group Audit’s competencies and resources. An internal and external evaluation of Group Audit’s competencies and resources has been conducted. The Board finds Group Audit’s work satisfactory, and some improvement measures have been proposed, for instance strengthening the expertise within IT and digitalisation.
  • IT tools to support the operationalisation of and compliance with external requirements and internal guidelines. The Group has acquired a GRC system (Governance, Risk, Compliance). This is a tool to support the implementation of operational risk management, compliance, and internal control over financial reporting. The Group implemented a new incident database in 2017. This represented the first module of the GRC system. The implementation of the other modules will be highly prioritised in 2018. The project for the implementation of the GRC tool is managed by Group Risk Management in cooperation with Group Finance and relevant business areas and support units.

Section 3-3b, second subsection of the Norwegian Accounting Act

The description accounts for DNB’s compliance with Section 3-3b, second subsection of the Norwegian Accounting Act. The numbers refer to the section’s numerical order.

 

1-3
Specification of the recommendations complied with by DNB, information on where the recommendations are available and reasons for any non-conformance with the recommendations
The DNB Group’s corporate governance structure is based on Norwegian legislation. DNB complies with the Norwegian Code of Practice for Corporate Governance dated 30 October 2014 issued by the Norwegian Corporate Governance Board, NUES. The Code of Practice is available on nues.no. Any deviations from the Code of Practice are accounted for under the description of DNB’s compliance with the Code of Practice.

4
A description of the main elements in the Group’s internal control and risk management systems linked to the financial reporting process

See section 10 under part C The Norwegian Code of Practice for Corporate Governance.

5
Articles of Association that completely or partially extend or depart from provisions stipulated in Chapter 5 of the Public Limited Companies Act

DNB ASA’s Articles of Association do not deviate from Chapter 5 of the Public Limited Companies Act, which governs general meetings.

6
The composition of governing bodies and a description of the main elements in prevailing instructions and guidelines for the work of these bodies and any committees

See sections 6, 7, 8 and 9 under part C The Norwegian Code of Practice for Corporate Governance.

7
Articles of Association that regulate the appointment and replacement of members of the Board of Directors

See section 8 under part C The Norwegian Code of Practice for Corporate Governance.

8
Articles of Association and authorisations that allow the board to decide that the enterprise is to repurchase or issue the enterprise’s own shares or equity certificates

See section 3 under part C The Norwegian Code of Practice for Corporate Governance.

The description accounts for DNB’s compliance with the 15 sections in the Code of Practice.

IMPLEMENTATION OF AND REPORTING ON CORPORATE GOVERNANCE

There are no significant deviations between the Code of Practice and the way it is complied with in DNB. One deviation in section 14 has been accounted for below.

DNB has a four-level hierarchy for governing documents.

DNB’s four-level hierarchy for governing documents

Level 1: Governance principles

The governance principles represent the highest governance level in the Group. In these principles, the Board of Directors provides the main framework for all governance of operations. They can be defined by legal requirements or include areas that are of special importance to the Group, and they define the desired culture, behaviour and distribution of responsibility at group level.

DNB’s governance principles include:
Code of Conduct

DNB shall be characterised by high ethical standards. The Group’s Code of Conduct describes what is expected of all elected officers, managers, employees, consultants and others who represent DNB. In the course of 2017, the Group’s code of ethics was updated and expanded to include more topics, and the ethical principles are now included in the Group’s Code of Conduct. Non-compliance with the ethical principles may have consequences for the employment relationship.

The Code of Conduct is divided into four chapters:

  1. The introduction describes the principal expectations and scope.
  2. “Our workplace” describes how DNB should be as a company. Representatives of DNB shall treat others with respect and be open, honest and unambiguous in their communication. It is emphasised that speaking up and reporting reprehensible conduct is both important and the right thing to do.
  3. “Business conduct” describes how representatives of DNB shall act in a business context. DNB’s customer service shall be characterised by a high level of integrity, accessibility and transparency, as well as compliance with laws and regulations.
  4. “Personal behaviour” describes how representatives of DNB shall act as individuals. DNB has zero tolerance for all forms of corruption and misuse of inside information. Should any conflicts of interest arise, representatives of DNB shall be open about them and solve them in an appropriate manner.

The Code of Conduct is published in full on the Group’s website dnb.no/en/csr.

Whistleblowing

The Group’s Code of Conduct states that employees without delay shall report reprehensible conduct to their immediate superior, his or her superior or the relevant specialist unit. If this is does not lead anywhere, employees can submit a notification through DNB’s whistleblowing channel. Internal notifications are made to the group chief audit executive. In addition to the internal notification procedure, DNB decided in 2016 to implement a solution for anonymous, electronic notification to an external party. An internal process for the establishment of an external whistleblowing channel has been completed, but requires external approval. Implementation will start as soon as such approval is in place.

In 2017, the whistleblowing procedures were expanded to include external employees. In connection with whistleblowing cases, the person making the notification shall have access to personal support and guidance from an independent party

Corporate responsibility

Working with corporate responsibility represents sustainability in practice. By connecting capital, labour and expertise, DNB helps create values that constitute a significant contribution to society and the community. Corporate responsibility is also about how DNB creates values, both for shareholders and for other stakeholders (employees, customers and society at large). Corporate responsibility is an integral part of corporate governance and shall be taken into account in decision-making processes.

DNB has the following approach to corporate responsibility:

  1. DNB generates long-term and sustainable financial value creation for its owners. This means that employees in DNB’s operations shall emphasise corporate responsibility together with other relevant considerations in all decision-making processes.
  2. DNB contributes to a better society. This means that DNB defines specific goals and measures related to selected United Nations Sustainable Development Goals, and works systematically to reach these goals.
  3. DNB is honest and trustworthy. This means that the Group’s products and services are always tailored to customer needs. DNB wants the best for its customers. In a world with new market entrants and major change, DNB shall be a bank that customers trust.
  4. DNB is transparent about its operations. This means that DNB shall be open about the dilemmas that occur when balancing short-term and long-term considerations. DNB shall be attentive to the needs of its customers and society, recognising when expectations change and engaging in dialogue with relevant stakeholders.

Read more in the chapter Role in society.

Level 2: Policies

The Board has adopted policies for the DNB Group to support corporate governance in eight key areas:

  1. Supplier management
  2. Risk management
  3. Compliance
  4. Operational excellence
  5. Financial governance and reporting
  6. Human resources
  7. Communication
  8. Security
The policy for communication sets the framework for the guidelines for shareholder relations

The communication shall be open, truthful and clear, and reflect a high ethical standard. DNB’s target groups shall receive equal treatment through complete, timely and understandable communication. All information about the Group’s financial position and development shall be given to all stakeholders at the same time. Information practices shall continually be further developed based on what is perceived to be best practice. See also section 13.

Level 3: Standards

All the documents at level three are linked to one or more policies, and the responsibility for ensuring that these are based on the overarching governance documents adopted by the Board, is delegated to the group executive vice presidents. This way, the Board and the group chief executive can make sure that all important processes in the Group are covered through underlying documents and “ground rules”. This helps create consistent corporate governance.

Level 4: Instructions and rules

The lowest level in the hierarchy of governing documents comprises instructions and rules. The credit manual, the personnel manual and the accounting manual are examples of documents at this level.

No deviations from the Code of Practice.

BUSINESS

The object of DNB is to engage in banking, insurance and financing and any related activities within the scope of Norwegian legislation in force at any time. The complete Articles of Association of DNB ASA can be found on the Group’s website, dnb.no/en/agm. The directors’ report describes the Group’s targets and strategies, and the market is kept updated through investor presentations in connection with quarterly financial reporting, capital markets days and presentations on special subjects.

In the strategy processes, the Board of Directors considers whether goals and guidelines are unambiguous, adequate, well operationalised and easily comprehensible for all employees. All key guidelines are available to the employees through DNB’s intranet or by other means.

No deviations from the Code of Practice.

EQUITY AND DIVIDENDS

The Board of Directors continually reviews the capital situation in light of the company’s targets, strategies and intended risk profile. See the Group’s report on risk and capital management (Pillar 3) for a further description of the rules on capital adequacy, the principles applied by DNB to estimate capital requirements, as well as a further specification of the Group’s capital adequacy ratio. The report is available on the Group’s website, ir.dnb.no.

The EU capital requirements directive CRD IV introduces requirements for both equity, long-term funding and liquidity reserves. See the chapter on the new regulatory framework for a further description of the regulations and how they have been implemented in Norway.

The Board of Directors considers the Group to be well capitalised in relation to current regulatory requirements. DNB is continuing its adaptations to the new liquidity and capital requirements which have already been introduced or are expected to be introduced over the next few years.

Dividends

DNB’s primary objective is to create long-term value for shareholders, partly through a positive share price development and partly through a predictable dividend policy. The Group’s long-term dividend policy is to have a payout ratio of more than 50 per cent of profits, which will be a combination of a cash dividend and a share buy-back programme.

Repurchase of shares

To ensure exibility in the Group’s capital management, the Board of Directors has on previous occasions asked the annual general meeting for an authorisation to repurchase own shares. An agreement has previously been signed with the Norwegian government, represented by the Ministry of Trade, Industry and Fisheries, for the redemption of a proportional share of government holdings to ensure that the government’s percentage ownership remains unchanged. In order to ensure an optimal level of capital in the company, on 25 April 2017, the general meeting authorised the Board of Directors to acquire own shares for a total face value of up to NOK 325 759 772, corresponding to 2 per cent of the company’s share capital. The authorisation was used. For more information about the repurchases, see the chapter on the DNB share.

Increases in share capital

At the present time, no authorisation had been granted to the Board of Directors for an increase in the share capital of DNB ASA.

No deviations from the Code of Practice.

EQUAL TREATMENT OF SHAREHOLDERS AND TRANSACTIONS WITH CLOSE ASSOCIATES

DNB ASA has one class of shares. In the Articles of Association and in the work carried out by the Board of Directors and group management, the strong protection of minority shareholders is emphasised in the form of equal treatment, requirements for majority votes and the obligation to disclose transactions with close associates. All shares carry equal voting rights. In connection with increases in share capital, existing shareholders will be given pre-emptive rights, unless such rights are derogated from due to special circumstances. In such case, the reasons for such a derogation will be specified. In cases when the Board of Directors asks the Annual General Meeting for an authorisation to repurchase own shares, shares will be purchased through the stock market at market price.

Largest shareholder

The Norwegian government, represented by the Ministry of Trade, Industry and Fisheries, is DNB ASA’s largest shareholder, owning 34 per cent of the shares. According to the State Ownership Report (White Paper no. 27 2013-2014 Diverse and value-generating ownership), the purpose of the government’s ownership in DNB ASA is to retain a large and highly competent financial services group headquartered in Norway. The company is to be run on commercial terms, with an aim to generate a competitive return. The government points out that a holding that gives negative control contributes to this end. The government will thus maintain its holding in DNB ASA and has come to the conclusion that the holding will not be reduced below 34 per cent.

The shares held by the Ministry are managed by the Department of Ownership, subject to special management guidelines which among other things stipulate that the Norwegian government cannot have representatives on the boards of directors of financial institutions, but that the government, through participation in election committees, must ensure that the governing bodies include representatives from all shareholder groups. The guidelines require that the Ministry act in a manner conducive to equal treatment of DNB’s shareholders.

Transactions with close associates

Instructions for the Board of Directors of DNB ASA state that a board member cannot participate in deliberations or decisions on issues where he or she personally or his or her close associates would be seen as having a direct or indirect personal or financial interest in the matter. The same principle is embodied in the Group’s code of ethics. It is the duty of each board member to ensure that he or she is without prejudice in deliberations of speci c matters. The Board of Directors must approve agreements between the company and a board member or the group chief executive. The Board must also approve agreements between the company and third parties where a board member or the group chief executive can be perceived to have a significant interest in the matter.

Board members must inform the Board of Directors if they have a direct, significant interest in an agreement entered into by the company or another company in the DNB Group. The same applies if such agreement is signed by a company outside the DNB Group in which the board member either has an ownership interest, serves on the board or has a senior management position. A notification should be sent to the board chairman, with a copy to the Group Secretariat.

Board members, or companies with which they are associated, should not take on special assignments for companies in the DNB Group other than their board membership. If this occurs, however, the entire Board of Directors must be informed. Remuneration for such assignments is subject to approval by the Board of Directors.

With respect to the Group’s other employees and elected officers, the Group’s code of ethics lays down detailed rules regulating transactions with close associates. As a general rule, an employee or elected officer will be considered disqualified if circumstances exist that may lead others to believe that he or she promotes interests other than those of the DNB Group. Employees must be aware of potential conflicts of interest if they combine positions of trust with other roles in the Group.

Where a transaction is not immaterial for either the DNB Group or the close associate involved, unless it is a matter for consideration by the general meeting according to stipulations in the Public Limited Companies Act, the Board of Directors will ensure that a valuation is made by an independent third party. This also applies to any transactions between companies in the DNB Group where minority shareholders are involved. Not immaterial transactions with close associates are described in a separate note to the annual accounts.

No deviations from the Code of Practice.

FREELY NEGOTIABLE SHARES

The shares in DNB ASA are listed on Oslo Børs (the Oslo Stock Exchange) and are freely negotiable. The Articles of Association include no form of restriction on negotiability.

No deviations from the Code of Practice.

GENERAL MEETING

The general meeting exercises the highest authority in DNB and represents the company’s shareholders. According to the Articles of Association, the annual general meeting shall be held before the end of April each year. The notice and the registration form will be sent to shareholders and be published on the Group’s website no later than 21 days prior to the date of the general meeting. The procedure for voting and for proposing resolutions is described in the notice of the general meeting.

The general meeting elects shareholder representatives on the Board of Directors and members of the Election Committee. The general meeting also selects the statutory auditor.

The minutes from the general meetings are available on dnb.no/en/agm.

No deviations from the Code of Practice.

ELECTION COMMITTEE

In accordance with DNB ASA’s Articles of Association, the general meeting has established an Election Committee consisting of four members. The Election Committee submits justified recommendations to the general meeting for the election of members to the Board or Directors and the Election Committee. The general meeting has laid down instructions for how the Election Committee should carry out its duties. The members of the Election Committee shall be shareholders or representatives for shareholders and shall, as far as possible, represent all shareholders. No member of the Board of Directors or representative from group management is a member of the Election Committee.

According to instructions for the Election Committee, there should be rotation among the committee members.

The Election Committee held 14 meetings during 2017. The Committee proposed candidates for election to the Board of Directors and the Election Committee and also carried out preparatory work related to issues to be considered in 2018.

Information about the Election Committee and closing dates for proposing candidates can be found on dnb.no/en/agm.

No deviations from the Code of Practice.

BOARD OF DIRECTORS, COMPOSITION AND INDEPENDENCE

The governance and management of the company will be undertaken by the Board of Directors and the general meeting.

The Board of Directors has up to seven members, up to five of whom are elected by the shareholders and two are representatives for the employees. No member of the group management team is a member of the Board of Directors. When electing members to the Board of Directors, the need for both continuity and independence should be met, while ensuring a balanced board composition. No one may be a member or chairman of the Board of Directors for a consecutive period of more than 12 years. A new 12-year period will start if an ordinary board member is elected board chairman or vice versa. No one may hold a position as an ordinary board member and/or board chairman for a total period exceeding 20 years. Members are elected for terms of up to two years. As at 31 December 2017, the Board had seven members, five of whom were elected by the shareholders and two were representatives for the employees. Three of the members were women, two of whom were elected by the shareholders and one represented the employees.

The curricula vitae of the individual board members and board meeting attendance in 2017 are found in the presentation of the board members in this chapter and on the Group’s website. The Board of Directors will consider the independence of its members, and their conclusion is presented in the listing of governing bodies. When new board members are nominated, their suitability is assessed, including their independence. The assessment is followed up on an annual basis by requesting a written confirmation from the board members. The Group has initiated processes to continually monitor which other assignments are held by the board members. See also the description under section 4 above, Transactions with close associates. The presentation of the Board of Directors lists any assignments for the Group and any significant appointments or assignments in other companies and organisations held by the members of the Board.

Board members are encouraged to hold shares in the company. The presentation of governing bodies speci es the number of DNB shares held by members of governing bodies and their close associates as at 31 December 2017.

No deviations from the Code of Practice.

 

Governing bodies in the DNB Group

THE WORK OF THE BOARD OF DIRECTORS

The duties of the Board of Directors

Part A in this chapter accounts for the main topics on the Board of Directors’ agenda in 2017: the new strategy, a review of governing documents and follow-up of the Panama Papers case. Other topics in 2017 were the Group’s financial performance, risk management and digitalisation. See an illustration of matters considered by the Board of Directors below..

The Group’s governing bodies and lines of defence are illustrated above. See a further description of the lines of defence.

The Board of Directors has approved instructions governing its work and administrative procedures, including matters to be considered by the Board, the group chief executive’s tasks and obligations towards the Board and rules on convening and conducting meetings. Instructions for the Board of Directors are available at dnb.no/en/about-us/about-dnb/board-of-directors.html. The Board of Directors draws up an annual plan for its activities, covering duties stipulated in laws, regulations, resolutions passed by the authorities, the Articles of Association and decisions made by the general meeting. The Board of Directors also issues instructions for the group chief executive.

The Board evaluates its own work and work methods annually, and the evaluation forms the basis for adjustments and measures. In addition, the Board’s competencies, overall and those of each board member, are evaluated.

The Board of Directors has the ultimate responsibility for the management of DNB. Through the group chief executive, the Board shall ensure a sound organisation of business activities. The Board determines principal goals, strategic choices and financial plans for the Group. The Board is continually updated on DNB’s financial position and development by approving quarterly and annual reports and through a monthly review of the Group’s financial position and development. Furthermore, the Board shall ensure that operations are subject to adequate control and that the Group’s capital position is satisfactory relative to the risk and scale of operations. The Board of Directors’ responsibilities and implementation and monitoring of risk management and internal control are described in section 10 below. The Board also presents a statement to the general meeting proposing guidelines for remunerations to senior executives. See section 12 below.

The Board of Directors held a total of 11 board meetings in 2017. The number of meetings attended by the various board members is shown in the presentation of the board members.

Work of the Board of Directors in 2017

Audit Committee and Risk Management Committee
In 2017, the Audit Committee and the Risk Management Committee consisted of four of the independent board members.

The committees are working committees for the Board of Directors, preparing matters and acting in an advisory capacity. Members are elected for a term of up to two years among the external members of the Board of Directors, and the chairman is appointed for a term of one year at a time. The committee members must have the overall competence required to fulfil their duties based on the organisation and operations of the Group. At least one of the members of the Audit Committee must have accounting and/or auditing expertise. At least one of the members of the Risk Management Committee must have experience from identifying, assessing and managing risk exposures in large, complex companies. The members of the committees are included in the presentation of the Group’s governing bodies. The objectives, responsibilities and functions of the committees are in compliance with international rules and standards and are described in group standard procedures. The committees normally have seven to eight meetings each year. See the Pillar 3 report for a further description of the committees’ duties under Financial reports and presentations on ir.dnb.no.

Compensation Committee

The Board of Directors of DNB ASA has a Compensation Committee consisting of four members of the company’s Board of Directors. The committee normally meets six to seven times a year. One of the members is a board member elected by the employees. The committee puts forth a recommendation for the Board of Directors’ guidelines for remuneration to senior executives in accordance with Section 6-16a in the Public Limited Companies Act. The committee draws up proposals and issues recommendations to the Board of Directors regarding the remuneration awarded to the group chief executive and acts in an advisory capacity to the group chief executive with respect to the remuneration and other important personnel-related matters concerning members of the group management team and any others reporting to the group chief executive.

No deviations from the Code of Practice.

Did you know…

Did you know that DNB stopped fraud-related transactions in the online bank totalling NOK 70 million in 2017?

RISK MANAGEMENT AND INTERNAL CONTROL

Sound corporate governance is a prerequisite for creating long-term value for DNB’s shareholders, and for ensuring sustainable business over time. The Group aspires to have a low risk profile and will only assume risk which is understood and can be followed up. DNB shall not be associated with activities that can harm its reputation.

Corporate governance provides a framework for business operations, and will help DNB implement the Group’s strategy and reach its business targets. Corporate governance enables interaction between processes and structures used for governance and control in the Group. These set requirements for the conduct of the Board of Directors, management and employees. Everyone in DNB must all act in line with these requirements.

Risk appetite

The risk appetite framework is part of the strategic governance of the Group and comprises basic principles and principal limits for risk management. The Board of Directors uses the framework to determine DNB’s long-term risk profile. It is thus an important tool to help ensure consistent risk management and operationalisation thereof.

The Group’s risk appetite framework contains a set of explicit statements for risk types and dimensions that are considered to be of particular importance to DNB. Each statement specifies evaluation principles that define acceptable risk levels.

Risk types and dimensions that are covered by the framework:

  • profitability and earnings
  • capital adequacy
  • credit risk
  • market risk
  • liquidity risk
  • operational risk
  • anti-money laundering
  • reputational risk

The framework should serve as a point of reference for evaluating the organisation’s strategic and financial plans.

Each statement and the related limits have a designated owner who is responsible for establishing follow-up routines, and for monitoring changes in the utilisation of limits.

The current risk appetite status is reported along with periodic financial reporting to group management and the Board of Directors.


All risk appetite statements should be implemented further in the organisation, for example through more specific risk tolerance levels for each risk type. This process is owned by the person responsible for each statement, and may include both qualitative and quantitative elements. Operationalisation through the governance system is an important element to ensure that the risk appetite framework functions as an effective governance tool.

INTERNAL CONTROL FRAMEWORK

Risk management and internal control in DNB are based on the framework from the Committee of Sponsoring Organizations of the Treadway Commission, COSO. COSO is a framework consisting of five components:

  1. Control environment: principles, processes and structures which form the basis for sound internal control throughout the organisation
  2. Risk assessment: assessment of internal and external factors which affect target attainment
  3. Control activities: policies and procedures to mitigate risk and ensure that risk responses are effectively carried out
  4. Information and communication: processes to ensure that relevant information is identified and communicated in a timely manner
  5. Monitoring: processes to ensure that the internal control is appropriately defined, implemented, effective and flexible

These five components should help the Group reach its targets relating to operational efficiency, reliable financial reporting and compliance with laws and regulations.

The framework is illustrated below.

COSO framework

Responsibility for risk management and internal control is divided between three lines of defence:

  • The first line of defence is the operational management’s governance and internal control, including processes and activities to reach defined goals relating to operational efficiency, reliable financial reporting and compliance with laws and regulations. The operational management is responsible for all risk associated with the unit’s activities and processes.
  • The second line of defence is an independent function which monitors and follows up the operational management’s governance and internal control. The second line of defence is responsible for setting the premises for risk management, coordination across organisational units and risk reporting. The Group’s second line of defence functions are mainly organised in Group Risk Management.
  • The third line of defence is Group Audit, which reviews and evaluates group management’s overall governance and internal control. Group Audit is independent of the Group’s executive management and reports to the Board of Directors of DNB ASA.

The Group’s report on capital requirements and risk management, the Pillar 3 report, includes a description of risk management and internal control in DNB, capital management and calculation and an assessment and follow-up of various risk categories. The report is available on the Group’s website ir.dnb.no.

INTERNAL AUDIT

Organisation and responsibilities

Independent and effective audits will help ensure satisfactory risk management and internal control, as well as reliable risk and financial reporting. Group Audit receives its mandate from the Board of Directors of DNB ASA, which also approves the department’s annual plans and budgets.

Group Audit’s responsibilities can broadly be divided in two:

  • On behalf of the Board of Directors of DNB ASA, the group chief executive and the Boards of Directors of major subsidiaries verify that adequate and effective risk management and internal control are in place
  • Assess whether risk identification, established management processes and control measures effectively contribute to strengthening the Group’s ability to reach its targets
Implementation and monitoring

Group Audit carries out audits of units in the DNB Group. An audit plan is prepared, which is discussed with group management, reviewed by the Audit Committee and approved by the Board of Directors. Group Audit’s risk assessments form the basis for determining which units should be given priority in the auditing process. After the audits have been completed, audit reports are prepared, which include the results of the audit, a description of any identified weaknesses or deficiencies and proposed measures, specifying responsible persons and deadlines for implementation of the measures. The audit reports are sent to the heads of the relevant audited units. An audit summary, reviewing all of the units in the DNB Group, is presented to the Boards of Directors of DNB ASA and DNB Bank ASA once every six months. The Boards of Directors also receive a monthly summary of the audit reports for all units in the Group.

Information about the statutory auditor can be found in section 15 below.

SUPERVISORY AUTHORITIES

The operations of the DNB Group are supervised by Finanstilsynet (the Financial Supervisory Authority of Norway). Among other things, Finanstilsynet reviews annual and interim reports and the Group’s Internal Capital Adequacy Assessment Process, ICAAP. Finanstilsynet reviews the Group’s recovery plan. The Board of Directors aims to have an open and constructive dialogue with Finanstilsynet.

THE BOARD OF DIRECTORS’ REPORTING OF THE KEY COMPONENTS OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Financial reporting in the Group shall be in compliance with relevant laws and regulations and internal guidelines for operations. DNB aims to have low operational risk, and the group standard for internal control over financial reporting set explicit requirements for processes and procedures to ensure high-quality reporting.

More about the standard for internal control over financial reporting

DNB’s financial reporting shall ensure long-term value creation for shareholders.

Ongoing risk assessments are made of processes that entail a risk of errors in financial reporting. The assessments include an end-to-end process mapping that clarifies roles and responsibilities in the entire financial value chain. Key controls are established to ensure internal control of all aspects that imply a risk of serious errors. These controls are subject to special documentation requirements. Risk-mitigating measures are established for all processes that continue to involve high or medium risk after the key controls have been implemented.

The results of the internal control over financial reporting are reported to Group Financial Reporting each quarter and followed up on an ongoing basis. The group management team and the Audit Committee receive annual updates.

Process for internal control over financial reporting in the DNB Group

BOARDS OF DIRECTORS

Organisation and responsibilities

The Board of Directors of DNB ASA, represented by the Audit Committee, reviews the financial reporting process and ensures that the Group’s internal control, including the internal audit and risk management systems, functions effectively. In addition, the committee shall ensure that the Group has independent and effective external audit procedures. The Board of Directors has prepared guidelines to ensure reliable, relevant, timely and uniform reporting to shareholders and other capital market participants. The guidelines also cover internal needs. Together, these are called guidelines for financial reporting. The guidelines set quality assurance requirements for the financial reporting process applying to all units in the Group, including requirements to avoid any manipulation of the accounts.

Implementation and monitoring

The Audit Committee reviews quarterly financial reporting for the DNB Group. The Committee makes a thorough review of discretionary assessments and estimates in addition to any changes in accounting practice.

The Committee monitors the Group’s internal control systems and the internal audit, making sure that they function effectively, and considers changes in systems and procedures which are presented to the Board of Directors for approval.

In connection with its review, the Committee has discussions with management, Group Audit and the statutory auditor. The statutory auditor provides a report to the Committee on the main features of the audit carried out in the previous accounting year, including a special review of any material weaknesses identified in internal control relating to the financial reporting process.

The Committee considers group management’s annual self-assessment of the level of and effectiveness of the internal control over financial reporting.

At least once each quarter, the Committee has separate meetings with the statutory auditors on behalf of the Board of Directors without any representatives from management present. In addition, the Committee has meetings with the group chief audit executive at least once a year without any representatives from management present.

The Audit Committee considers the quarterly accounts and the proposed annual accounts for DNB ASA and the DNB Group. After the quarterly accounts and proposed annual accounts for the respective companies have been reviewed by the executive management and the Audit Committee, they are considered by the Boards of Directors of DNB ASA and DNB Bank ASA. The annual accounts are approved by the general meeting.

The Audit Committee also considers the proposed statutory and consolidated accounts of DNB Bank ASA and DNB Livsforsikring AS and the statutory accounts of DNB Boligkreditt AS. The Board of Directors of DNB Livsforsikring AS considers the quarterly accounts and the proposed annual accounts. The annual accounts are approved by the respective companies’ general meetings.

Did you know…

Did you know that DNB has its own internal, three-year education programme called Architect Greenhouse to educate more IT architects

GROUP CHIEF EXECUTIVE AND EXECUTIVE BODIES

Organisation and responsibilities

Group Finance is headed by the chief financial officer, CFO, and is organised outside the business areas. The CFO appoints the heads of the Group Financial Reporting and Financial Management divisions.

The Group Financial Reporting division prepares, processes, consolidates, quality assures and reports financial information at group level. The division will implement reporting tools and processes that are harmonised with prevailing requirements for the Group’s financial reporting.

The Group Financial Management division sets the premises and requirements for the Group’s financial management model and tax (including value-added tax). The division sets the premises for the requirements to be met by accounting systems and other relevant systems for financial reporting.

The heads of reporting units are responsible for ongoing financial monitoring and reporting. All these units have management teams and accounting units adapted to their organisation and operations. Managers must ensure that adequate and effective internal control is implemented in accordance with established requirements, and are responsible for complying with these requirements.

Implementation and monitoring
Reporting units

The heads of the business areas and staff and support units are responsible for implementing adequate and effective internal control in accordance with established requirements, as well as for ensuring compliance with these requirements. The units will assess internal control of financial reporting each quarter and report the results of their assessment to the head of the Group Financial Management division. Every year, a comprehensive evaluation of compliance with external and internal regulations concerning internal control over financial reporting is made. The results, along with planned improvement measures, are reported to the head of the Group Financial Management division.

Group Finance

Group Finance prepares financial reports for the DNB Group and ensures that such reporting is in line with prevailing legislation, accounting standards, current accounting principles and guidelines from the Board of Directors. The head of the Group Financial Reporting division prepares guidelines which explain the requirements to be fulfilled by the local units. Processes and a number of control measures have been prepared to ensure that financial reporting is of high quality. The measures include rules concerning authorisations, the division of responsibilities, reconciliation, change management, IT controls and management reviews.

Group management team

The group chief executive and the chief financial officer will continually consider the financial results and target attainment of the business areas as well as critical aspects and events which will affect their future performance and optimal resource utilisation. A review covering, inter alia, these subjects will be made in cooperation with the individual business areas at least on a quarterly basis. If required, the risks associated with financial reporting, both in the short and the long term, are assessed at the meetings. The group chief executive, the chief financial officer, managers in the relevant unit and relevant experts participate in the meetings, which are chaired by the group chief executive. The chief financial officer reviews such matters with the support units in special meetings.

The group management team will review monthly financial reporting and risk appetite, including trends in profit and loss and balance sheet items, the current status relative to statutory enactments, results for legal units and analyses of and comments to the financial performance of business areas and support units.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Organisation and responsibilities

The Financial Management division functions as the second line of defence for internal control over financial reporting and has a direct reporting line to the Audit Committee. The unit sets requirements for the design of and monitors internal control over financial reporting in the Group.

Implementation and monitoring

On behalf of the chief financial officer, the unit for internal control over financial reporting identifies, assesses and monitors the risk of errors in the Group’s financial reporting in cooperation with the heads of the reporting units.

A process has been established for self-assessments of the level of and effectiveness of the internal control over financial reporting. The units’ quarterly assessment of internal control over financial reporting is discussed with the head of Group Financial Reporting in special meetings when and as required, and a summary is presented to the chief financial officer, group management, the Audit Committee and the Board of Directors of DNB ASA if required in connection with their review of the Group’s quarterly and annual accounts.

AUDIT

Organisation and responsibilities

See description of the internal audit above.

Implementation and monitoring

The annual accounts of all the companies in the DNB Group are audited by the statutory auditors, who, within the limits stipulated in international standards on auditing and quality control, ISA, cooperate with Group Audit.

As part of the audit, Group Audit assesses the established internal control over financial reporting in selected processes. Every year, the statutory auditor prepares a report which summarises the results of the financial audit. The report accounts for any weaknesses and deficiencies in the internal control over financial reporting. The report is sent to those who are responsible for financial reporting in the audited units and companies for comment before being considered by the Audit Committee and the Board of Directors of DNB ASA. The results of the audit of financial reporting are described in Group Audit’s semi-annual report to the Boards of Directors of DNB ASA and DNB Bank ASA and the Audit Committee.

REMUNERATION OF THE BOARD OF DIRECTORS

Remuneration paid to members of the Board of Directors, which is proposed by the Election Committee and approved by the general meeting, is not performance-based or linked to options in DNB ASA. The Board of Directors must approve any remuneration from the company to members of the Board of Directors other than ordinary remuneration for their service on the Board of Directors, the Audit Committee, the Risk Management Committee and the Compensation Committee. Note 47 to the annual accounts for the DNB Group shows remunerations to senior executives and elected officers in DNB ASA.

No deviations from the Code of Practice.

REMUNERATION OF THE EXECUTIVE PERSONNEL

Guidelines for executive pay

DNB’s guidelines for determining remunerations to the group chief executive and other members of the group management team should, at all times, support prevailing strategy and values, while contributing to the attainment of the Group’s targets. The total remuneration to the group chief executive and other senior executives consists of basic salary (main element), benefits in kind, variable salary, pension and insurance schemes. When determining the variable remuneration of the group chief executive and other senior executives for 2017, strong emphasis was once again placed on group measurement parameters for financial key figures, customer satisfaction and corporate reputation.

DNB’s variable remuneration scheme is in accordance with the regulations on remuneration schemes in financial institutions, investment firms and management companies for mutual funds. The Group has identified senior executives, risk takers and independent control functions, referred to as other senior executives below.

Group chief executive

The total remuneration to the group chief executive is determined on the basis of a total evaluation of performance, in addition to comparisons with remuneration levels for corresponding positions in the market. The remuneration should be competitive, but not market-leading.

The variable remuneration of the group chief executive is performance-based and determined on the basis of the Group’s return on equity, Tier 1 capital ratio and cost/income ratio, in addition to developments in customer satisfaction, DNB’s reputation and internal measurement parameters related to corporate culture and innovation. The variable remuneration of the group chief executive cannot exceed 50 per cent of fixed salary. Payment of minimum 50 per cent of variable remuneration is deferred and conditional in the form of DNB shares. The remuneration paid in the form of shares is divided into three, subject to minimum holding periods (deferred and conditional), with one-third payable each year over a period of three years.

Other senior executives

The total remuneration to other senior executives is determined based on the same framework as the remuneration to the group chief executive. The total remuneration should ensure that DNB attracts and retains senior executives with the desired skills and experience. The level of variable remuneration in DNB is considered to be moderate relative to prevailing levels in international financial institutions and other large Norwegian groups of companies.

Variable remuneration is awarded to individual employees within limits allocated to each unit and an overall assessment of the individual’s attainment of predetermined financial and non-financial targets.

The variable remuneration scheme is performance-based without exposing the Group to unwanted risk. This is ensured by the strong correlation between individual targets and the Group’s governance model. Payment of minimum 50 per cent of variable remuneration is deferred and conditional in the form of DNB shares. The remuneration paid in the form of shares is divided into three, subject to minimum holding periods (deferred and conditional), with one-third payable each year over a period of three years. Variable remuneration cannot exceed 50 per cent of fixed salary for senior executives.

The Board of Directors’ statement concerning executive remunerations

The Board of Directors presents a statement to the general meeting proposing guidelines for remunerations to senior executives. The statement and information about remunerations paid to the individual members of the group management team can be found in note 47 to the annual accounts for the DNB Group.

Other aspects

No employees in the DNB Group have any outstanding subscription rights etc. See also the description of the Board of Directors’ Compensation Committee in Section 9 above.

No deviations from the Code of Practice.

INFORMATION AND COMMUNICATIONS

The Group presents the Norwegian and international markets with extensive analytical information in connection with the quarterly reporting of financial information and presentations on particular topics. Parallel to this, the same information is made available to all interested parties on the websites of Oslo Børs and the Group.

Guidelines have been drawn up for the reporting of financial information to shareholders, investors and analysts. The guidelines also cover the Group’s contact with shareholders other than through general meetings. The guidelines are based on openness and take into account the requirement for equal treatment of all participants in the market. They can be found on the Group’s website ir.dnb.no/about-dnb.

An overview of the dates for major events such as the annual general meeting, the publication of interim reports, public presentations and dividend payments is published on the Group’s website.

All DNB employees have access to the guidelines for financial reporting, including requirements for the internal control over financial reporting. Group Finance holds regular meetings with units in the Group to give information about and increase the understanding of the requirements for internal control over financial reporting.

No deviations from the Code of Practice.

Did you know…

Did you know that nine people from Syria with a refugee background and technology expertise worked with IT projects in DNB in the autumn of 2017? Diversity creates innovation.

CORPORATE TAKE-OVERS

The Board of Directors of DNB ASA will handle any take-over bids in compliance with the principle of equal treatment of shareholders. Parallel to this, the Board will help ensure that shareholders are given as complete information as possible in all situations that will affect shareholder interests. Cf. section 4, which gives an account of the Norwegian government’s intention to retain its 34 per cent holding in DNB ASA, as required by the Norwegian parliament.

Deviations from the Code of Practice: The Board of Directors has chosen not to determine explicit guiding principles on how to act in the event of a take-over bid. The background for this exception is that the Norwegian government owns 34 per cent of the shares in DNB ASA, making such principles not very relevant. The Board of Directors otherwise endorses the wording in this section of the Code.

STATUTORY AUDITOR

DNB’s statutory auditor is EY. The statutory auditor annually submits a plan for the audit to the Audit Committee. Guidelines have been drawn up in respect of relations with the statutory auditor, including restrictions on what additional services can be undertaken, approval of fees and guidelines to invite tenders for external audit services. The audit partner responsible for carrying out the audit can hold this responsibility for maximum seven years, and tenders will normally be invited every seventh year.

The Audit Committee submits a recommendation regarding the choice of statutory auditor to the Board of Directors, which submits a recommendation to the general meeting. At least once each quarter, the Committee has separate meetings with the auditors on behalf of the Board of Directors without any representatives from management present.

The Committee submits a recommendation regarding the statutory auditor’s remuneration to the Board of Directors, which presents the remuneration proposal to the Annual General Meeting for approval.

The statutory auditor must provide a report to the Audit Committee on the main features of the audit carried out in the previous accounting year, including particular mention of any material weaknesses identified in internal control relating to the financial reporting process. The auditor must also provide the committee with:

  • an annual written confirmation of the auditor’s independence
  • information on services other than statutory audit provided to the company during the course of the financial year
  • information on any threats to the auditor’s independence, and documentary evidence of the measures implemented to combat such threats.

The Audit Committee evaluates the work performed by the statutory auditor on an annual basis.

No deviations from the Code of Practice.

Tools for managing climate risk

Through DNB’s commitment to the TCFD (Task Force on Climate-related Financial Disclosures), the bank focuses on both how climate change affects the environment and what it means for companies’ performance and financial stability. Good insight into the risks and opportunities associated with climate change is necessary to ensure that financially sustainable decisions can be made.

The Paris Agreement, signed by 175 countries in 2016, seeks to keep global warming below the 2°C target. Rising global temperatures caused by climate change could lead to financial uncertainty and enormous costs.

The TCFD is a working group appointed by the G20 countries’ Financial Stability Board, FSB, with a mandate to consider the financial uncertainty caused by climate risk. The TCFD’s mission is to facilitate better and more comparable climate reporting in, among others, the financial sector. Better information will enable investors, lenders, insurance companies and other stakeholders to make informed choices in a long-term climate risk perspective.

In June 2017, the TCFD presented its concrete recommendations, which are supported by DNB. The recommendations cover four relevant areas for companies across sectors, countries and regions. These are governance, strategy, risk management and metrics and targets. In addition, special recommendations are given to various financial and industry sectors that are considered to be especially vulnerable to climate risk.

PILOT PROJECT UNDER THE UNITED NATIONS ENVIRONMENT PROGRAMME, UNEP

Based on the TCFD’s recommendations, DNB has joined 16 other international banks in a pilot project led by the United Nations Environment Programme, UNEP, to develop tools for future climate reporting.

The tools will be used in the banks’ credit risk assessment of industries that are particularly vulnerable to climate change in the form of both physical risks (such as extreme weather, flooding and drought) and transition risk (such as new regulatory requirements). DNB thus seeks to incorporate climate risk in the traditional credit risk associated with lending. The UNEP working group started its pilot project in July 2017. It will be accounted for in a United Nations report to be published in 2018. 

Understanding climate risk will make DNB better equipped to invest in the winners of tomorrow, and ensure the Group’s competitiveness in a low-carbon economy.

 

Board of Directors

As at 7 March 2018

The Board of Directors of DNB ASA is the Group’s supreme governing body. Through the group chief executive, the Board shall ensure a sound organisation of business activities. The Board has three sub-committees: the Risk Management Committee, the Audit Committee and the Compensation Committee.

Anne Carine Tanum

Born 1954

Board chairman in DNB and DNB Bank since 2008 (board member since 1999) and chairman of the Compensation Committee.

Background: Law degree from the University of Oslo. Long-standing managing director and owner of Tanum AS. Former board member in DnB Holding, Den norske Bank and Vital Forsikring.

Other key positions of trust: Board chairman in the Norwegian National Opera and Ballet, E-CO Energi Holding AS, E-CO Energi AS and Nordisk Film Kino AS. Vice-chairman of the board of Oslo University Hospital. Board member in Cappelen Damm AS, Try AS and the Abel Prize. Former board chairman in the Norwegian Broadcasting Corporation, NRK, and board member in Europris AS.

Number of board meetings: 10/11
Number of shares 1): 400 000

Tore Olaf Rimmereid

Born 1962

Board vice-chairman in DNB since 2012 (board member since 2008). Chairman of the Audit Committee and member of the Risk Management Committee and the Compensation Committee.

Background: Master’s degree in business administration and authorised financial analyst from the Norwegian School of Economics. President and CEO of E-CO Energi. Former head of the Finance and Administration Department in the Norwegian Broadcasting Corporation, NRK, and group executive vice president, Financial Reporting and Finance, in the SpareBank 1 Alliance. Experience from Kreditkassen. 

Other key positions of trust: Board chairman in Oslo Lysverker and Opplandskraft DA. Former board chairman in Energy Norway and political adviser for the Conservative Party’s parliamentary group.

Number of board meetings: 10/11
Number of shares 1): 10 611

Karl-Christian Agerup

Born 1962

Board member in DNB since April 2017. Member of the Audit Committee and the Risk Management Committee.

Background: Graduate of the Copenhagen Business School, and Master of Science in Management from the Massachusetts Institute of Technology. Managing director of Oslotech AS. Former founder and partner of Northzone Ventures, founder and managing director of Hugin ASA, and background as a project manager in McKinsey & Co.

Other key positions of trust: Board chairman in Startuplab AS and Founders Fund AS. Board member in Zalaris ASA and the Norwegian Board of Technology. Former board member in several companies, including Schibsted ASA, Aftenposten AS, Admincontrol AS and Norfund.

Number of board meetings: 7/7
Number of shares 1): 6 400

Carl A. Løvvik

Born 1952

Board employee representative in DNB since 2011.

Background: Employee representative in DNB. Employed as an insurance agent in 1988 and worked within marketing in DNB Livsforsikring and as a manager at DNB Livsforsikring’s Customer Service Centre.

Number of board meetings: 11/11
Number of shares 1): 1 295

Vigdis Mathisen

Born 1958

Board employee representative in DNB and DNB Bank since 2012.

Background: Business graduate from and several courses in management at BI Norwegian Business School. Employed in DNB since 1983 and elected chief employee representative for the Group in the Finance Sector Union DNB in 2012.

Other key positions of trust: Former board member in DNB Bank, Den norske Bank and DnB Holding. 

Number of board meetings: 10/11
Number of shares 1): 654

Jaan Ivar Semlitsch

Born 1971

Board member in DNB since June 2014. Chairman of the Risk Management Committee and member of the Audit Committee.

Background: Graduate of the Norwegian School of Economics. CEO in Elkjøp Nordic AS. Former Chief Operating Officer of Statoil – Retail Europe and CEO of Plantasjen ASA and Rema Industrier AS. 

Other key positions of trust: Former and current board chairman and board member in several Norwegian enterprises. Chairman of the Board of Elkjøp Norge AS and Lefdal Elektromarked AS. Former chairman of the Board of Statoil Norge AS.

Number of board meetings: 11/11
Number of shares 1): 12 300

Berit Svendsen

Born 1963

Board member in DNB since 2012 (former member of the Board in DNB Bank 2010-2012). Member of the Compensation Committee, the Audit Committee and the Risk Management Committee.

Background: Graduate engineer with a Master of Technology Management degree from the Norwegian University of Science and Technology (NTNU). Executive vice president in Telenor and Telenor Scandinavia and CEO of Telenor Norway. Former chief technology officer in Telenor and head of Telenor’s fixed network business in Norway, and CEO of Conax.

Other key positions of trust: Board member in SAS. Former board chairman in Data Respons and board member in EMGS, Ekornes and Bisnode AB, as well as a member of the European Commission Advisory Group on ICT matters. 

Number of board meetings: 11/11
Number of shares 1): 0

1) Shareholdings in DNB ASA as at 31 December 2017. Shares held by the immediate family and companies in which the shareholder has decisive influence are also included.

 

Group management

As at 7 March 2018

The group management meeting is the group chief executive’s collegiate body for management at group level. All important decisions are made in consultation with the group management team.

Rune Bjerke

Born 1960

Group chief executive since 2007.

Key positions of trust: Board chairman in Vipps and board member in Finance Norway and Finance Norway’s Service Office.

Other professional experience: Former president and CEO of Hafslund ASA and president and CEO of Scancem International. Has held a number of board positions in large companies. Served as finance commissioner of the Oslo City Council and as a political adviser in Norway’s Ministry of Petroleum and Energy. 

Education: Economics degree from the University of Oslo and a Master’s degree in public administration from Harvard University.

Number of shares 1): 57 387

Kjerstin Braathen

Born 1970

Chief financial officer since 2017.

Prior positions in DNB: Former group executive vice president Corporate Banking Norway. Has many years’ experience from Shipping, Offshore and Logistics, SOL, in Oslo. Joined DNB in 1999.

Other professional experience: Hydro Agri International.

Education: Master in Management degree from Ecole Supérieure de Commerce de Nice-Sophia Antipolis.

Number of shares 1): 25 486

Trond Bentestuen

Born 1970

Group executive vice president Wealth Management & Insurance since 2017.

Prior positions in DNB: Former group executive vice president Personal Banking and head of Marketing, Communications and eBusiness. Joined DNB in 2008.

Other professional experience: Expert and Telenor.

Education: Bachelor of Arts degree in journalism and political science from Temple University, California, and training from the Armed Forces.

Number of shares 1): 23 660

Ottar Ertzeid

Born 1965

Group executive vice president Markets since 2003.

Key positions of trust: Board chairman in the Norwegian Banks’ Guarantee Fund, board vice-chairman in the Norwegian Investor Compensation Scheme and DNB Livsforsikring, board member in Oslo Børs AS and Oslo Børs VPS Holding, etc. 

Prior positions in DNB: Former head and deputy head of DnB Markets. Held various positions within the FX/Treasury area. Former chief financial officer in DnB Boligkreditt and head of finance in Realkreditt. Joined DNB in 1989.

Education: Graduate of BI Norwegian Business School.

Number of shares 1): 227 316

Benedicte Schilbred Fasmer

Born 1965

Group executive vice president Corporate Banking since 2016.

Key positions of trust: Board member in Vipps.

Prior positions in DNB: Former head of DNB’s operations in Bergen and head of Corporate Banking in Western Norway. Joined DNB in 2015.

Other professional experience: Executive positions in Sparebanken Vest, Rieber & Søn, Argentum Asset Management and Citibank.

Education: Graduate of the Norwegian School of Economics 

Number of shares 1): 4 054

Rasmus Figenschou

Born 1979

Acting group executive vice president New Business since 2017.

Prior positions in DNB: Former head of Strategy and Corporate Development and head of division in Corporate Banking Norway for the counties of Rogaland and Agder. Management experience from DNB’s offices in Tallinn, Estonia, Singapore and New York. Joined DNB in 2005. 

Other professional experience: Analyst at Simmons & Company International.

Education: MBA from IMD Business School in Switzerland, Bachelor of Arts in Economics from Tufts University, College of Liberal Arts, Medford, Massachusetts.

Number of shares 1): 6 207

Solveig Hellebust

Born 1967

Group executive vice president People and Operations since 2017.

Prior positions in DNB: Former group executive vice president HR since 2009. 

Other professional experience: Former vice president of Human Resources and Communications at Pronova BioPharma ASA. Several years’ experience from HR at Telenor and at BI Norwegian Business School as an associate professor in economics. 

Education: PhD in international economics from the Norwegian University of Life Sciences, an MSc in agricultural economics from the University of Illinois, and an MSc in business and economics from BI Norwegian Business School. 

Number of shares 1): 19 731

Ida Lerner

Born 1975

Group executive vice president Group Risk Management since 2017. Acting group executive vice president Compliance since 2017 2).

Prior positions in DNB: Former head of DNB CEMEA (Central Europe, Middle East and Africa) and head of customer analysis for Northern Europe, the Middle East and Africa at DNB’s London office. Joined DNB in 2007.

Other professional experience: Previous experience from HSBC and Nordea.

Education: Bachelor of Arts from the University of Stockholm.

Number of shares 1): 0

Thomas Midteide

Born 1974

Group executive vice president Media & Marketing since 2013.

Prior positions in DNB: Former executive vice president External Communication. Joined DNB in 2009.

Other professional experience: Head of Communications in SAS Norge, communications officer in VISA Norway and TV reporter and presenter in the Norwegian Broadcasting Corporation, NRK. 

Education: Journalist degree from Oslo University College. Subsidiary subject in political science and criminology at the University of Oslo. 

Number of shares 1): 10 168

Alf Otterstad

Born 1965

Acting group executive vice president IT since 2017.

Prior positions in DNB: Executive vice president ITOP Customer Solutions since 2014. Experience as a section head in ITOP Relationship and Requirements Specifications under Customer Solutions. Joined DNB in 2013. 

Other professional experience: Broad experience in IT, especially within IT program and project management. Also has experience from consultancy companies and consulting activities in his own companies.

Education: Graduate engineer in IT from the University of Manchester Institute of Science and Technology (UMIST), England. 

Number of shares 1): 0

Harald Serck-Hanssen

Born 1965

Group executive vice president Large Corporates and International since 2013.

Prior positions in DNB: Former head of the Shipping, Offshore and Logistics division, SOL. Joined DNB in 1998.

Other professional experience: Stolt-Nielsen Shipping and Odfjell Group.

Education: BA (Hons) degree in business studies from the University of Stirling and Advanced Management Programme at INSEAD Fontainebleau.

Number of shares 1): 34 960

Ingjerd Blekeli Spiten

Born 1971

Group executive vice president Personal Banking since January 2018.

Key positions of trust: Holds a number of board positions.

Prior positions in DNB: Former head of eBusiness.

Other professional experience: SVP Global Products at Telenor. Previously worked as COO in Microsoft Norway. Former owner and strategic adviser in Poio AS. 

Education: Graduate of BI Norwegian Business School.

Number of shares 1): 500

1) Shareholdings in DNB ASA as at 31 December 2017. Shares held by the immediate family and companies in which the shareholder has decisive influence are also included.

2) Mirella Wassiluk will assume the position as group executive vice president Compliance on 2 April 2018.

Governing bodies in DNB ASA

wdt_ID Per 31 December 2017 No. of shares as at 31 Dec. 2017¹⁾ No. of shares as at 31 Dec. 2016¹⁾
1 BOARD OF DIRECTORS
2 Members
3 Anne Carine Tanum, Rømskog (chairman) 400 000 400 000
4 Tore Olaf Rimmereid, Oslo (vice-chairman) 10 611 10 611
5 Karl-Christian Agerup, Oslo 6 400 0
6 Carl A. Løvvik, Bergen²⁾ 1 295 1 191
7 Vigdis Mathisen, Asker²⁾ 654 481
8 Jaan Ivar Semlitsch, Stabekk 12 300 12 300
9 Berit Svendsen, Oslo 0 0
10 Deputies for the employee representatives

1) Shareholdings in DNB ASA, shares held by the immediate family and companies in which the shareholder has such influence as stated in Section 7-26 of the Act relating to annual accounts etc.
2) Not independent, see section 8 under Corporate governance.
3) Ingjerd Blekeli Spiten assumed the position as group executive vice president Personal Banking on 9 January 2018.
4) Mirella Wassiluk will assume the position as group executive vice president Compliance on 2 April 2018.

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