ESG Focus Areas
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Remuneration NAM takes a positive stance towards reasonable share-based incentive programs for employees in investee companies. Incentive programs should incentivize long-term ownership of shares and be designed to include requirements of own invest- ment, and financial as well as ESG performance criteria. We have long promoted simple pay packages with a few targets and our aim is to identify the structures that are misaligned with long-term value for shareholders. In 2025, and mainly at US companies, we voted against proposed executive remu- neration in which performance criteria in share-based incentive programs were inadequate or non-existent, combined with excessively generous outcomes. We also actively urge com- panies to link material ESG targets to executive remuneration.
This topic is on the agenda at most of our engagement meet- ings as we expect companies to develop targets tied to the long-term business strategy. It is important that the proposed criteria are material, relevant, transparent and that the targets are challenging. In high-impact sectors, we attach particu- lar importance to climate related targets to narrow the gap between climate commitments and implementation of activi- ties. In 2025 we voted against 1539 board proposals related to executive compensation.
Voting Case: Long-term incentive programmes initiative Together with other Nordic investors, Nordea addressed more than 160 companies/holdings in the four Nordic countries ahead of the annual general meetings in 2026, with a clear message of our expectations on the company’s long-term incen- tive programs. We made it clear that we expect that the programmes should consist of a fair division of financial, operation- al and ESG KPIs. We also stated that the work with the programmes should be conducted by the Board, or the remunera- tion committee, and that larger shareholders should be addressed well in advance of the annual general meetings where the programmes are taken. This initiative has resulted in meetings directly with the companies discussing the structure and layout of the programmes.
Capital management In line with our Corporate Governance Principles, we generally oppose authorizations to issue shares that would comprise more than 10% of a company's capital without preferential rights for existing shareholders. This aims to protect our uni- tholders from undue share dilution. Nevertheless, we may consider supporting such proposals if the company provides compelling justification. In practice, NAM has voted against board proposals when companies suggested either excessive dilution or overly long mandates for share issuance without sufficient grounds. Additionally, we have seen a growing trend of companies pro- posing multi-year authorizations for share issuance or repur- chase. Although this practice is common in certain countries and sectors internationally, NAM believes that authorizations from annual general meetings should only be valid until the next annual general meeting, effectively limiting them to one year. Consequently, we actively engage with companies to encourage the adoption of one-year mandates
Shareholders Rights Nomination committees
Cooperation with other shareholders is crucial for effectively influencing companies. This collaboration can take various forms, including working groups, ownership committees, and owner-led nomination committees in markets where such practices are the norm. We believe that participating in owner led nomination committees provides an excellent opportunity to influence board composition and drive meaningful change, particularly in areas such as gender diversity on boards for example. During 2025, we joined 46 Nomination Committees. Co-filed shareholder proposals When voting on existing agenda items at Annual General Meetings (AGMs) or engaging with companies, doesn't provide sufficient leverage or impact, we may resort to filing or co-filing shareholder proposals. This approach allows us to directly address issues at companies' general meetings. In 2025, we co- filed one shareholder resolution.
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