Sydbank’s Board of Directors has set up an audit committee which reviews accounting and auditing issues that are subsequently considered by the Board of Directors.

The responsibilities and powers of the committee are set out in the terms of reference below.

Terms of reference – Audit Committee

Committee members: Søren Holm, Ellen Trane Nørby, Gitte Poulsen and Carsten Andersen.

Sydbank’s Board of Directors has set up a remuneration committee. The committee reports to the Board of Directors.

Committee members: Jon Stefansson, Søren Holm and Jørn Krogh Sørensen.

The responsibilities and powers of the committee are set out in the terms of reference below.

Terms of reference – Remuneration Committee

The Remuneration Committee formulates the Bank’s remuneration policy for the Board of Directors, the Group Executive Management and other employees whose activities have a significant impact on the Bank’s risk profile. The group of job functions consisting of material risk takers and control functions is determined by the Remuneration Committee and is reviewed/adjusted at least once a year. The current remuneration policy is reviewed, revised and submitted to the Board of Directors at least once a year. After approval by the Bank’s Board of Directors the remuneration policy is submitted to the general meeting for consideration.

Once a year (in early January) the Remuneration Committee ensures that compliance with the remuneration policy is checked and the result of the check is reported to the Board of Directors.

Remuneration report
Remuneration policy

Sydbank’s Board of Directors has set up a nomination committee to work to ensure that the Board of Directors has sufficient qualifications and competences to manage the Bank in a satisfactory manner.

The responsibilities and powers of the committee are set out in the terms of reference below.

Terms of reference – Nomination Committee

The committee reports to the Board of Directors.

Committee members: Janne Moltke-Leth, Susanne Schou and Ellen Trane Nørby.

The Nomination Committee must assess the composition and qualifications of the Board of Directors and the Group Executive Management once a year. The committee lends support to the Board of Directors with regard to the recruitment of new board members and in this connection it is charged with formulating a diversity policy describing the qualifications and competences which the Board of Directors must possess. In addition the committee sets target figures for the underrepresented gender on the Board of Directors.

Sydbank’s Board of Directors has set up a risk committee to assist the Board of Directors in matters related to risk management.

The responsibilities and powers of the committee are set out in the terms of reference below.

Terms of reference – Risk Committee

The committee reports to the Board of Directors.

The Risk Committee must provide the Board of Directors with an overview of the Bank’s current risk scenario and perform the preparatory work as regards determining the Bank’s overall risk profile and strategy, including the risks associated with the Bank’s business model. The Risk Committee ensures that the policies and guidelines of the Board of Directors as regards risk are implemented and function effectively in the Bank.

Committee members: Brian Østergaard Roed, Janne Moltke-Leth, Jon Stefansson and Pia Wrang.

Sydbank’s Board of Directors has set up a digitization committee to support the Board of Directors in its work with and oversight of the ongoing digitization of the Bank.

Terms of reference – Digitization Committee

Committee members: Susanne Schou, Aksel Bjørn Møller, Jarl Oxlund and Gitte Poulsen.

• Authorised signatures