Corporate Governance Evaluation of the Board of Directors, the President and the Group Executive Committee SEB applies an annual self-assessment method, which among other things includes a questionnaire, followed by discussions within the Board. Through this process the activities and working methods of the Board, the Chairman of the Board and each respective committee are evaluated. Among the things examined are the following: how to im prove the work of the Board further, whether or not each individual Board member takes an active part in the discussions of the Board and the committees; whether they contribute independent opinions and whether the meeting atmosphere facilitates open discussions. The outcome of the evaluation has been presented to, and discussed by, the Board and the Nomination Committee. The Chairman of the Board evaluates each individual member’s work, formally once a year. Marcus Wallenberg did not participate in the evaluation of the Chairman’s work, which evaluation was conducted by Tuve Johannesson. The Board evaluates the work of the President and the Group Executive Committee on a continuous basis, without attendance by the President or any other member of the Group Executive Committee. The President/Chief Executive Officer The Board of Directors has adopted an instruction for the President’s and Chief Executive Officer’s work and role. The President is responsible for the day-to-day management of the Group’s activities in accordance with the guidelines and established policies and instructions of the Board. The President reports to the Board of Directors and submits a separate CEO report on among other things the development of the business in relation to resolutions taken by the Board at each Board meeting. The President appoints the Chief Financial Officer of the Group, Heads of divisions, the Group Head of Staff, the Group Head of HR & Organisational Development, the Head of Group Compliance, the Head of Group Risk Control, the Head of Group IT, Heads of branches, Heads of the individual staff and support functions and the members of the Management Advisory Group. The Chief Financial Officer of the Group is appointed in consultation with the Chairman of the Board and the Head of Group Compliance in consultation with the Audit and Compliance Committee of the Board. SEB’s organisation Merchant Banking Life Group Risk Control Group Credits Group Compliance Chief Financial Officer President and Chief Executive Officer Board of Directors Internal Audit Retail Banking Wealth Management President and Chief Executive Officer is Annika Falkengren. More information about the President is found on page 128. The President has three different committees at her disposal for the purpose of managing the operations: the Group Executive Committee, the Group Credit Committee (page 47) and the Asset and Liability Committee (page 47). In order to protect the interests of the whole Group, the President consults with the Group Executive Committee (GEC) and its IT-Committee on matters of major importance or of importance as to principles. The GEC deals with, among other things, matters of common concern to several divisions, strategic issues, business plans, financial forecasts and reports. The GEC has held 28 meetings during 2007. During 2007, the following persons were members of the Group Executive Committee and its IT Committee: Annika Falkengren, Per-Arne Blomquist, Fredrik Boheman, Magnus Carlsson, Ingrid Engström (as from 26 March 2007), Hans Larsson, Bo Magnusson, Anders Mossberg and David Smith (from 9 February up to 27 September 2007). There is a special forum for information exchange at Group level, the Management Advisory Group (MAG), which consists of senior officers representing the whole Group. The members of MAG are appointed by the President in consultation with the GEC. Divisions, business areas and business units The Board of Directors has regulated the activities of the Group in an instruction concerning the Group’s operations and established how the divisions of the Group, including the international activities through branches and subsidiaries, shall be managed and organised. As from 1 January 2007, SEB’s activities are organised in four divisions: N Merchant Banking, with Magnus Carlsson as Head, for SEB’s relations with large and medium-sized companies, financial institutions and real estate companies, .. Retail Banking, with Bo Magnusson as Head, for SEB’s retail operations and card activities, N Wealth Management, with Fredrik Boheman as Head, for SEB’s mutual fund and asset management activities and private banking and N Life, with Anders Mossberg as Head, for SEB’s life insurance activities. All Heads of division are members of the Group Executive Committee. Each division’s operations are divided into business areas which, in turn, are divided into business units. The Head of division has the overall responsibility for the activities of the division and appoints, after consultations with the President, heads of business areas within the division and of those subsidiaries for which the division is responsible. Within each division there is a management group, which includes the Head of division and a number of heads of business areas and subsidiaries pertaining to the division. There are management groups within the business areas and business units, too. A Country Manager has been appointed for the co-ordination of activities within some of those countries outside Sweden in which several divisions carry out activities, such as Denmark, Norway and Finland. The Country Manager reports to a member of the Group Executive Committee, specially appointed for the purpose. Group Operations / Group IT / Group Staff 46 SEB ANNUAL REPORT 2007
