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Corporate governance
Corporate governance

Corporate governance

Maintaining the confidence and trust of all our stakeholders.


About us

Klarna Bank AB (corporate registration no. 556737-0431) (“Klarna”) is a Swedish public limited liability company licensed to carry out banking activities under the supervision of the Swedish Financial Supervisory Authority (SFSA). Klarna is categorized by the SFSA as a category 2 institution.

Klarna Bank AB provides its financial services in other EEA countries through passporting its license in accordance with EU directive 2013/36/EU and by establishing local branches. Klarna also offers its financial services outside the EEA through the establishment of local subsidiaries in certain jurisdictions.

Klarna’s corporate governance framework and approach apply to Klarna Holding AB, Klarna Bank AB and all branches and subsidiaries.

Corporate governance

Corporate governance structure (ENG)

Corporate governance structure

Klarna’s corporate governance structure distributes rights and responsibilities between the shareholders, the Board and the CEO according to the relevant laws, rules and internal processes. We believe well-defined reporting lines and distribution of distinct responsibilities are essential to good corporate governance. Our high ethical and professional standards and a sound risk culture are also vital in ensuring good governance.

The image provides a summary of how governance and control are organized at Klarna.

Framework for corporate governance

In addition to general laws, rules and industry practices, Klarna must also comply with the detailed regulations specific to banks and payment service providers. These include the Swedish Banking and Financing Business Act (SFS 2004:297) and rules and recommendations issued by the SFSA with regard to, among other things, capital and liquidity requirements as well as rules on internal governance and control. 

In order to ensure compliance with external regulations Klarna has developed an internal framework which incorporates the external requirements on corporate governance. 

Of primary importance are the Rules of Procedure for the Board (which include how to address conflicts of interest for Board members and instructions for the Board’s committees), the Instructions for the CEO, the Policy for Suitability, Training and Diversity of the Board, Management and Key Function Holders, and the Policy for Klarna Board Committees. These documents have been adopted by Klarna’s Board. Additionally, Klarna’s Code of Business Conduct provides an ethical framework for the company. 

Klarna has established a framework of approved policies and instructions. These are important tools for the Board and the CEO in their governing and controlling roles, as well as defining the roles, requirements and expectations of the second and third lines of defense within risk ownership and all employees in the fulfillment of their roles. These policies include, for example, the Risk Policy, Compliance Policy, Credit Policy, Insider and Disclosure Policy, Conflicts of Interest Policy, Anti-Money Laundering and Counter Terrorist Financing Policy, Remuneration Policy, and the Global Work Environment Policy. 

Together with the Articles of Association, these constitute the internal framework that regulates corporate governance at Klarna. 


Klarna's organization

Klarna's organization is divided into domains that are led by a domain lead who reports to a CXO. Each CXO reports to the CEO and the CEO reports to the Board. There are also three independent control functions outside of the domains: Risk Control, Compliance and Internal Audit. Risk Control and Compliance are both directly subordinated to the CEO and the Board. Internal Audit, which reports directly to the Board, has been outsourced to an external party.

Boxing gloves

General meeting

The General Meeting is Klarna’s highest decision-making body where shareholders exercise their voting rights. At the General Meeting decisions are taken regarding matters including the annual report, the income statement and balance sheet, dividend, election of the Board of Directors and auditors, and remuneration for Board members and auditors.

Find the documentation for the general meetings


The Board

The Board is the highest decision-making body in Klarna’s structure for management and control. The Board is responsible for the company’s strategy, organization and for the management of the company’s operations. The Board also holds the ultimate responsibility for ensuring that Klarna’s corporate governance arrangements meet expectations, and are implemented effectively throughout the organization. 

The Board members are elected by the shareholders at the Annual General Meeting (AGM) for a one-year term of office extending through to the next AGM. Klarna is not required to have a nomination committee and as such the Board has not adopted a nomination policy. In practice, the Board members are proposed and appointed by the shareholders holding a majority of the votes as well as the capital of the company. 

The Board has adopted Rules of Procedure that regulate the Board’s role and ways of working as well as policies for the Board’s committees. The Board has overall responsibility for the activities carried out within Klarna and has the following duties, among others: 

  • deciding on the nature, direction and strategy of the business as well as the framework and objectives of the activities.

  • evaluating the effectiveness of operations in relation to the agreed strategy, framework and objectives on a regular basis.

  • ensuring that the business is organized in such a way that the accounting, treasury management and financial conditions in all other respects are controlled in a satisfactory manner and that the risks inherent in the business are identified, defined, measured, monitored and controlled in accordance with external and internal framework, including the Articles of Association. The board is also responsible for setting Klarna’s risk appetite and policies establishing the principles for risk management.

  • deciding on major acquisitions and divestments as well as other major investments, 

  • selecting, monitoring and planning the succession of the Board members, 

  • appointment or dismissal of the CEO, the Chief Risk Officer, the Chief Compliance Officer and the Chief Information Security Officer.

  • deciding on appointment and dismissal of the Internal Auditor (outsourcing partner and/or individual).

  • deciding on remuneration of the CEO, members of the CXO team and the heads of the control functions, Risk Control and Compliance.

Board members

Chairman of the Board

Michael Moritz

Michael is a senior adviser and Board Member of Sequoia Heritage and was a Partner at Sequoia Capital between 1986 and 2023. Michael has served on the Boards of companies such as Google, Yahoo, PayPal, and Stripe. He has served on the Board of Klarna since 2010.


Sebastian Siemiatkowski

Sebastian holds a degree from the Stockholm School of Economics and has eight years of experience in sales, including being former Head of Sales at Djuice Uppsala. However, the most noted of Sebastian’s accomplishments is that he, along with our two other founders, revolutionized Swedish e-commerce and created the success story we know today as Klarna.

Board member

Mikael Walther

Mikael is the managing director at Rosfelt Holding AB. He previously led investment company Navos Capital and has broad experience within investment banking and other financial companies. He has previously worked for Cevian Capital and Goldman Sachs.

Board member

Lise Kaae

Lise most recently comes from Svenska Handelsbanken AB where she was a Board member from 2015-2020. She has also been a member of that Board's committee for credit, auditing, and risk. In addition to this, Lise has been a member of the Danish Financial Supervisory Authority's board (Finanstilsynet). Lise also joined the BoD in Pleo Financial Services A/S in Nov. 2022.

Board member

Sarah Smith

Sarah has over 20 years of experience in banking. She worked at Goldman Sachs from 1996 to 2021, having served as Chief Compliance Officer, Controller and Chief Accounting Officer. She serves on the boards of Via Transportation, 98point6 and PCAP.

Board member

Omid Kordestani

Omid was Senior Vice President of Worldwide Sales and Business Development at Google from 1999-2009. He held several other positions within the company, including Chief Business Officer and Senior Advisor for Google. He has also been a board member of Spotify and Vodafone, as well as chairman of the board of Twitter Inc., where he has been a board member from 2020-22.

Board member

Roger W. Ferguson Jr

Roger is the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. He was the president and CEO of TIAA and the former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. He serves on the boards of Alphabet, Corning, and International Flavors & Fragrances.

The Chairman

The Chairman

The Chairman of the Board organizes and leads the work of the Board. According to the Rules of Procedure, the Chairman will maintain regular contact with the CEO, ensuring that the Board receives sufficient information and documentation to effectively assess Klarna’s current position, financial plans, risks and risk management and future development, and deliberate with the CEO on strategic issues.

The reputation, experience and assignments of the Board and the CEO

Board members bring a wealth of relevant professional experience to Klarna, including expertise in banking and finance, e-commerce, technology, payment cards, risk management, governance, accounting, international sales, venture capital, entrepreneurship, and leadership. Additionally, their diverse backgrounds provide valuable knowledge and insight into the conditions and requirements for conducting business in the different markets where Klarna operates.

To ensure Klarna’s Board members and CEO have the right skills, knowledge and experience, the Board has adopted the Suitability, Training and Diversity Policy. This policy looks at the person’s experience and reputation and makes sure they’re a good fit for the company. It also evaluates their ability to commit the time and effort needed to do their job well. The Chief Operating Officer is responsible for the assessment at appointment and then subsequently at least every two years or sooner if events observed through the ongoing monitoring process suggest a review would be prudent. When a new Board member or a new CEO assumes their duties, they are also externally assessed by the SFSA. 

The CEO’s performance and qualifications will be evaluated the same way as Board members. According to the Rules of Procedure of the Board, the Board ensures that the CEO fulfills his duties. The Board is responsible for appointing and retains the authority to dismiss the CEO of Klarna.

Klarna understands that having a diverse Board is crucial to ensure the Board can do its job well and has the knowledge and experience needed to navigate the various social, business and cultural conditions of the markets Klarna operates in and the activities the company is involved in.

The Suitability, Training and Diversity Policy adopted by the Board lays out the diversity requirements Klarna’s Board is expected to meet. This policy emphasizes that all Board assignments should be made based on merit and with the goal of maintaining and enhancing the Board’s overall effectiveness. In order to achieve this, the company looks for a wide range of qualifications and competencies, and places a strong emphasis on diversity in terms of age, gender, geographical background, and educational and professional experience. 

Klarna must evaluate the number of positions held by the Board members and CEO to ensure that it is reasonable and appropriate. The evaluation takes into account the specific circumstances and the nature, scale, and complexity of Klarna’s business operations. The company has determined that all Board members’ assignments comply with regulatory requirements.

The Board sets a training plan every year, and it is the responsibility of the Compliance function to implement the plan for the Board. The training plan includes an orientation program for new Board members and ongoing training on important topics for individual members and the Board as a whole in matters that have been considered important by the Board itself. This is to ensure that the Board is continuously informed and updated on the relevant matters that affect the company.

Board committees

The Remuneration Committee (Rem Co) is responsible for preparing and presenting proposals to the Board on remuneration issues. This duty includes proposals regarding the Group’s Remuneration Policy and on remuneration to members of the CXO-team and employees who head any of the control functions. Klarna’s Board has adopted a Remuneration Policy which creates sound and standardized remuneration structures throughout the organization. This is revised when necessary and at least annually. 

The Rem Co makes a competent and independent evaluation of the Remuneration Policy and Klarna’s remuneration system, and presents to the Board on at least an annual basis, together with the suitable control function(s). The Rem Co handles matters within its responsibility on an ongoing basis through correspondence between the committee members. Any formal decisions not covered by its delegation authority are reported to and documented by the Board at the closest following Board meeting. Under the oversight of Rem Co, Klarna has established a Remuneration Policy and processes, securing sound and standardized remuneration structures throughout the organization. 


Omid Kordestani (Chair)
Michael Moritz
Sarah Smith

The Audit, Compliance & Risk Committee (ACRC) is responsible for oversight and preparation of all matters related to audit (both internal and external), compliance, risk and financial reporting and related internal control arrangements. ACRC held 9 meetings in 2022 and provided regular updates to the Board on matters pertaining to its responsibilities. More information about the number of meetings and attendance can be found below. 

ACRC has had nine meetings in 2022.


Sarah Smith (chair)
Mikael Walther
Lise Kaae

Meetings and attendance

Year 2022



Number of meetings



(of which are email resolutions)



Meetings attended

Michael Moritz



Sebastian Siemiatkowski*



Sarah Smith



Lise Kaae



Mikael Walther



Omid Kordestani



Roger W. Ferguson Jr.



*CEO and Board member

The Chief Executive Officer

Klarna’s Chief Executive Officer (CEO) is responsible for the day-to-day management of the Group’s activities in accordance with the external and internal frameworks. The CEO reports to the Board and at each board meeting they submit a report on the performance of the business including updates on strategic priorities set by the Board.

Klarna’s CEO is also a Board member and participates in all board meetings, except on matters in which the CEO has an interest that may be in conflict with the interests of Klarna, such as when the CEO’s work is evaluated. Other members of the Group Management Team participate as required by invitation from the Board or CEO.

The Board has adopted an instruction for the CEO’s work and duties which also regulates the division of responsibilities and the interaction between the CEO and the Board. The CEO appoints the CXOs and the heads of the control functions. The Chief Risk Officer and the Chief Compliance Officer appointment and replacement is also approved by the Board. The CEO is


The Group Management Team

Chief Executive Officer

Sebastian Siemiatkowski

Chief Financial Officer

Niclas Neglén

Chief Product and Design Officer

David Fock

Chief Technical Officer

Yaron Shaer

Chief Marketing Officer

David Sandström

Chief Commercial Officer

David Sykes

Chief Operating Officer

Camilla Giesecke

Chief Risk Officer

Joachim Reuss

Chief Compliance Officer

Joaquín Calderón

Chief Information Security Officer

Yaron Shaer

Chief Credit Risk Officer

Arvind Varadhan

Management committees

The CEO has, along with the Group Management Team, three separate committees at his disposal for the purpose of managing the operations:

The Executive Credit and Fraud Committee is responsible for reviewing credit risk results and trends as well as steering the company’s overall generation of credit risk.

The Capital and Liquidity Committee is responsible for assessment and decision within the internal capital assessment process. 

The Audit Compliance and Operational Risk Committee is responsible for providing oversight and retaining executive responsibility for all Audit, Compliance and Operational Risk related matters. 


Klarna's remuneration structure

Klarna's remuneration structure

Klarna has clear remuneration policies, instructions, and processes, securing sound remuneration structures throughout the organization. Our remuneration structure recognizes the importance of well-balanced but differentiated remuneration structures, based on business and local market needs, as well as the importance of being consistent with and promoting sound and efficient risk management not encouraging excessive risk-taking and short-term profits or counteracting Klarna’s long term interests.

The aim of the remuneration structure is to both support the ability to attract and retain talent in every position and to support equal and fair treatment, but also to ensure that remuneration in Klarna is aligned with efficient risk management and compliant with existing regulations.

Klarna’s Board has confirmed this in the adopted Remuneration Policy, which is revised as necessary, and at least annually.

Statement of remuneration in Klarna in accordance with the Swedish Financial Supervisory Authority’s regulatory framework

Here you find Klarna’s annual statements for the Klarna Group according to the Swedish Financial Supervisory Authority’s regulatory framework. Since 2020, this information is found in the Annual Report.


Remuneration to the Board of Directors, the CEO and the CXO team

The Annual General Meeting decides on the Board members' fees in accordance with Swedish law. It is Klarna’s Remuneration Committee that prepares proposals for the Annual General Meeting regarding these remunerations.

Klarna’s Board of Directors decides on remuneration for the CEO and other members of the CXO team, following proposals from the Remuneration Committee.

Risk management, risk reporting and control functions

Risk hos Klarna (3 line of defense)

Risk at Klarna

Risk management is central to Klarna’s operating model and underpins all activities conducted throughout the organization. The purpose of risk management is to safeguard Klarna’s long-term viability, mitigate volatility in financial performance, enhance operational resilience and performance, and facilitate informed decision-making.

Klarna’s risk management governance model encourages a risk-aware culture combined with control structures which are monitored and enforced by independent control functions. Key controls are documented and assessed on a regular basis, with assessments considering both effectiveness of design and operation. The risk strategy is a natural extension of the business model that focuses on identification, assessment, management and monitoring of the material risks that Klarna is exposed to.

Klarna operates a financial services industry standard three lines of defense model for risk management and control. 

The ultimate responsibility for risk management rests with the Board, which sets Klarna’s risk appetite and policies establishing the principles for risk management. It also oversees and promotes a sound risk culture of risk awareness and understanding across the organization to encourage informed decision making. The Board is supported by the Audit, Compliance, and Risk Committee (ACRC), Executive Credit and Fraud Committee (ECFC) and the Capital and Liquidity Committee (CLC) in performing their duties regarding risk management, including risk identification, measurement, monitoring and ensuring appropriate controls are in place. 

The Group Management Team is responsible for implementing the risk strategy. They are also accountable for the management of risks and within each of their areas of responsibility, and to promote a sound and effective risk culture across their teams and the Klarna as a whole. 

Business Line Management, in the first line of defense, are responsible for the risks, and the management of these, within their respective area of responsibility. They are responsible for ensuring that the appropriate organization, procedures and support systems are implemented to ensure a sufficient system of internal controls.

The second line of defense, consisting of the functions Risk Control and Compliance oversee risk. These functions set the principles and framework for risk management, facilitate and challenge risk assessments, perform independent control testing, and report on adherence to risk appetites, limits and frameworks.  

The control functions are independent of business line management. They attend and report to the Audit, Compliance and Risk Committee (ACRC) and the Board.

Internal Audit, in the third line of defense, provides risk assurance through independent periodic reviews of governance structures and control systems. This includes regular evaluation of Klarna’s framework for risk management and a yearly review of the control functions in the second line of defense. Internal audit reports directly to the Board of directors. 

Klarna’s risk strategy is set by the Board and outlines the nature of risks that the business is exposed to, its willingness to take these risks and how they are managed. It is formed through Klarna’s business plan, established by the Group Management Team and approved by the Board; the Risk Policy, which forms the basis of Klarna’s risk management framework; the Credit Policy which sets out Klarna’s credit strategy; and the Internal Capital and Liquidity Adequacy Assessment Process.

The risk appetite framework outlined in the Risk Policy reflects Klarna’s willingness to take and limit risk. The appetite is set by the Board and reviewed and updated regularly, at least on an annual basis. This annual review is an integral part of the annual business planning process, ensuring alignment of the business strategy, planned business activities and Klarna’s risk exposures. 

Klarna’s risk appetite approach commences with an assessment of Klarna’s risk capacity, the maximum level of risk Klarna is able to assume, and continues with the level of aggregate risk appetite that the Board is willing to accept. Limits are set on risk appetite metrics and reported on a monthly basis. Any limit breaches are escalated to the Board.

The Board and the Group Management Team also issue specific written policies and instructions for managing risks, which are complemented by detailed routine descriptions within the organization. The second line functions provide an independent assessment of Klarna’s risk profile to the Group Management Team and the Board on at least a quarterly basis. 

In the Risk Policy the Board has established how and when it shall receive information about Klarna’s risks and risk management. The periodic, recurring risk reporting in Klarna provides reliable, current, complete, and timely information, reflecting the nature of different risk types as well as market developments. The Board, the ACRC, the CEO, and the Group Management Team, as well as other functions that require such information, receive regular reports on the status of risks and risk management to ensure they are aware of material risks and control weaknesses. 

Klarna maintains risk management processes and internal controls relating to financial reporting which are designed to ensure accuracy of financial records, appropriate application of accounting policies and compliance with relevant regulations and provide management with accurate and timely financial reporting in order to accurately view the Group’s performance and make informed decisions.

Klarna’s Internal Audit Function is independent of the business, directly reporting to the Board. The Board has adopted a Policy on Internal Audit.

The responsibility of Internal Audit is to provide reliable and objective assurance to the Board and the CEO regarding the effectiveness of controls, risk management, and governance processes by performing independent periodic reviews of the governance structure and the system of internal controls.

The Board has decided to outsource Klarna’s Internal Audit Function to an external party and has appointed Deloitte as Internal Auditor. The Risk Control Function is the internal coordinator for the internal audit activities.

The Internal Audit Function reports regularly to the Board and ACRC the results of its audits, including identified risks and suggestions for improvements. Internal Audit also informs the CEO, the Group Management Team and the relevant departments on internal audit matters. The Board annually establishes a plan for the internal audit work.

Klarna’s external auditors are formally elected at the General Meeting on an annual basis in line with Swedish Company law. Ernst & Young AB was re-elected at the 2022 AGM as external auditor for the period up to the 2023 AGM. 

The ACRC receives reports from the auditor, which include details of significant internal control matters that they have identified, and meets with the auditor on a regular basis.

The ACRC oversees appropriate procedures to maintain the independence of the external auditor, this includes Klarna’s non-audit services policy which sets out those services that the auditor is permitted to provide and the requirements for pre-approval by ACRC in advance of provision of non-audit services. 


Woman with green clothes and sunglasses

Reporting unethical or illegal misconduct

Employees, consultants, and other partners may report observations relating to unethical or illegal misconduct through Klarna's external whistleblowing tool.

The identity of the person filing a report will be kept secret in any potential follow-up, inquiries, and discussions unless Klarna is obliged by law to disclose the identity. Should this be the case, the person reporting will be informed. The whistleblower will not be subject to any negative consequences when filing the report, or any time thereafter.


External whistleblowing tool

Reporting of observations can be done completely anonymously via the digital service WhistleB. The service is completely outside Klarna and meets the highest security requirements regarding encryption, data security, and protection of whistleblower anonymity.

Corporate governance reports