Board Remuneration Committee

Nykredit A/S and Nykredit Realkredit A/S have appointed a Board Remuneration Committee, which considers issues of importance to these companies and the Nykredit Group.

The tasks of the Board Remuneration Committee are:

• to qualify proposals for remuneration prior to consideration by the Board of Directors, including approval of maximum variable remuneration for the coming year, the total budget for bonus payments for the coming year and distribution of total bonus for the past year
• to review and consider the criteria and process for identifying staff with a material impact on Nykredit's risk profile, which are laid down in the Board of Directors' guidelines for identifying risk takers, which are subject to approval by the Board of Directors, and to annually consider and recommend for approval by the Board of Directors an updated list of material risk takers
• to recommend to the Board of Directors an open and transparent remuneration policy applicable to the Board of Directors, the Group Executive Board, material risk takers and other staff in compliance with the remuneration rules of financial legislation, based on recommendations 3.4.7, 3.4.8 and 4 of the Recommendations on Corporate Governance and including a detailed description of the remuneration components applicable to members of the Board of Directors and the Executive Board as well as general guidelines for variable remuneration of the Board of Directors and the Executive Board in compliance with section 139 of the Danish Companies Act;  at least once a year, the board assesses whether the remuneration policy is up to date and proposes amendments to the remuneration policy where necessary
• to design policies for travel and representation expenses, car schemes, fringe benefits and similar and submit recommendations for their adoption by the Board of Directors
• to assist the Board of Directors in overseeing compliance with the remuneration policy in practice and, as part of such oversight, to ensure that compliance with the remuneration policy is tested once a year in accordance with the Board of Directors' guidelines for monitoring compliance with the Nykredit Group's remuneration policy
• to oversee the remuneration of management staff in internal audit, control and risk management functions, including the Heads of Compliance, Internal Audit and Risk
• to ensure that the information in the Annual Report on remuneration of the Board of Directors and the Group Executive Board and the information submitted to the General Meeting on the remuneration policy and practice as well as the information according to section 77a(1)(iii)(a)-(b) is correct and satisfactory
• to assess whether the Group's processes and systems are adequate and take account of the Group's risks, including risks relating to capital and liquidity management relative to the Group's remuneration structure, and ensure that the remuneration policy and practice are in accordance with and promoting sound and efficient risk management and comply with the Group's business strategy, targets, values and long-term interests, which must be coordinated with the work of the Board Risk Committee to the necessary extent
• to assess the overall results of the Group, the Companies and the business units and ensure that the Executive Board has considered whether the results criteria underlying the calculation of variable remuneration of the members of the Board of Directors and the Executive Board and other staff whose activities have a material impact on the risk profiles of the Companies and the Group continue to be met at the time of payout, cf section 77a(4), and
• to test selected evaluations by the Executive Board, cf (ix) above, for compliance with the provisions of section 77a(4).