SWEDEN Law and Practice Contributed by: Richard Engblom, Per Josephson, Anna Cumzelius and Amin Bell, Harvest Advokatbyrå
possesses sufficient insight and experience to participate in the management of a bank and is otherwise suitable for such duties and the board of directors as a whole has sufficient expertise and experience to run the company. Swedish banks are also, except for certain provisions, subject to the joint ESMA and EBA Guidelines on the assessment of the suitability of members of the management body (ESMA35- 36-2319 and EBA/GL/2021/06) and key function holders, which further outline the requirements regarding the suitability of members of the man - agement body. An application regarding suitability assessment must be filed with the SFSA in connection with appointing a new person or making changes to the following positions in the bank: • chairman of the board; • board members; • alternate board members; and • managing director or deputy managing direc - tor, that is, the person serving in the manag - ing director’s stead. As a part of the suitability assessment, the SFSA collects information from the Swedish Police, the Swedish Companies Registration Office, the Swedish Tax Agency, the Swedish Enforcement Authority and firms that provide credit assess - ments. Other information and documents that need to be included in the application are: • information about the person subject to the suitability assessment; • employment history and senior management positions held; • CV that contains relevant information about education, work experience and other roles; • qualifying ownership;
• relations and interests; and • reputation.
A decision of the SFSA shall be issued within 60 working days provided that the application is complete, and the fee of SEK16,800 has been paid. For every change to the board of directors, the company must assess whether the board as a whole has the requisite knowledge and experi - ence to manage the company. Accountability In terms of accountability, the board of direc - tors of a bank has the overall responsibility to ensure the fulfilment of the provisions regulating the business of a bank. The SFSA may intervene against a person who is a member of a bank’s board of directors or is its managing director, or an alternate for any such person, where the bank has violated cer - tain obligations pursuant to the business. Inter - vention may only take place where infringement is serious and the person in question caused the infringement intentionally or through gross negligence. In addition, senior management may also have to compensate damages caused to the com - pany, the shareholders or other persons due to infringements of the Banking and Financing Business Act (SFS 2004:297) and the Compa - nies Act (SFS 2005:551) – provided, however, that the damages are caused intentionally or negligently. 4.3 Remuneration Requirements General Requirements for the remuneration policies and practices of banks licensed in Sweden are gov -
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