Corporate governance

Corporate governance.

Maintaining the confidence and trust of all our stakeholders.

About us.

Klarna Bank AB (publ) (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). You can find more information on our license to provide financial services in the SFSA’s register.

Klarna 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. More information can be found on Klarna’s local website regarding our registration with the respective supervisory authority.

Governance.

Corporate governance structure.

Maintaining the confidence and trust of all our stakeholders is vitally important for Klarna. The corporate governance structure distributes rights and responsibilities between the shareholders, the Board, and the CEO according to applicable laws, rules, and processes. Well-defined reporting lines and distribution of distinct responsibilities are essential. High ethical and professional standards and a sound risk culture remain vital.

The image provides an overview of how governance and control are organized at Klarna.

Framework for corporate governance.

The licensed activity of Klarna needs to, in addition to general laws, rules, and industry practices, also comply with the more detailed regulations specific to banks and credit market companies, for instance, the Swedish Banking and Financing Business Act and rules and recommendations issued by the Swedish Financial Supervisory Authority (SFSA). This is usually called the external framework.

The internal framework includes, among other things, the Articles of Association, which have been adopted by the General Meeting. Policies and instructions that have been drawn up to define the division of responsibility within the Klarna Group are important tools for the Board and the CEO in their governing and controlling roles. Of special importance are the Rules of Procedure for the Board also addressing how to handle conflicts of interest for Board members, the Instructions for the CEO, the Risk Policy, the Credit Policy, the Conflict of Interest Policy, the Code of Business Conduct, the Anti-Money Laundering and Counter-Terrorist Financing Policy, the Remuneration Policy and the Policy for Suitability, Training, and Diversity of the Board, Management and Key Function Holders.

Klarna's organization.

All domains 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 four independent control functions outside of the domains: Risk Control, Compliance, Engineering Assurance, and Internal Audit. Risk Control, Compliance and Engineering Assurance are all directly subordinated to the CEO and also provide reports to the Board. Internal Audit, which reports directly to the Board, has been outsourced to an external party.

General meeting.

The General Meeting is Klarna’s highest decision-making body, at which shareholders exercise their voting rights. All shareholders, registered in the Shareholders' Register and having notified their attendance properly, have the right to participate in the Meeting and to vote for the full number of their respective shares.

Find the documentation for the general meetings here.

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 organization and for the management of the company’s operations.

The Board members are elected by the shareholders at the annual general meeting (AGM) for a one-year term of office extending through the next AGM. The external framework does not require Klarna to have a nomination committee. The Board has not adopted a recruitment policy, and in practice, 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 special instructions 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,
  • regularly following up and evaluating the operations in relation to the objectives and guidelines established by the Board,
  • 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,
  • 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 which external party will perform the Internal Audit, and
  • deciding on remuneration to the CEO, members of the CXO team as well as the heads of the control functions Risk Control and Compliance.

Board members.

Chairman of the Board

Michael Moritz

Michael is a Partner at Sequoia Capital, where he works with investments in the services sector. He founded Technologic Partners and previously held various positions at Time Warner before joining Sequoia Capital in 1986. Sequoia Capital has invested in companies such as Google, Yahoo, and PayPal, and Michael has served on the Board of these companies.

CEO

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 and Chairman of the Hedda Manager AB Board. 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.

Chairman of the Board

Michael Moritz

Michael is a Partner at Sequoia Capital, where he works with investments in the services sector. He founded Technologic Partners and previously held various positions at Time Warner before joining Sequoia Capital in 1986. Sequoia Capital has invested in companies such as Google, Yahoo, and PayPal, and Michael has served on the Board of these companies.

CEO

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 and Chairman of the Hedda Manager AB Board. 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 to 2020. She has also been a member of that Board's committee for credit, auditing, and risk. In addition to this, she has been a member of the Danish Financial Supervisory Authority's board (Finanstilsynet).

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.

Board member

Omid Kordestani

Omid was Senior Vice President of Worldwide Sales and Business Development at Google from 1999 to 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, and Chairman of the Board of Twitter Inc., where he has been a board member since June 2020.

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 of the Board organizes and leads the work of the Board. According to the Rules of Procedure, the Chairman shall, through contact with the CEO, follow Klarna’s development, and ensure that the CEO provides the Board members with the information necessary to be able to assess Klarna’s current position, financial plans, and future development, and deliberate with the CEO on strategic issues.

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 CXO team participate as required for purposes of informing the Board or at the request of the Board or CEO.

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

The Board brings many years of professional experience from various sectors that are relevant to Klarna, for example, banking and finance including venture capital, e-commerce, technologies, payments, capital procurement, risk control, and compliance, accounting, international sales, entrepreneurship, and leadership. The Board composition also meets the need for knowledge and insight regarding the conditions and prerequisites for business in the various geographic markets where Klarna operates.

Board committees.

Meetings and attendance.

Year 2021BoardACRC
Number of meetings78
(of which per capsulam)(0)(0)
Meetings attended
Michael Moritz7-
Sebastian Siemiatkowski*7-
Sarah Smith78
Lise Kaae78
Mikael Walther78
Omid Kordestani7-
Roger W. Ferguson Jr.**5-
Andrew Young***2-

*CEO and Board member
**Elected to the Board on 20 May, 2021
***Resigned from the Board on 20 May, 2021

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 submits at each board meeting a report on the performance of the business in relation to decisions made by the Board, among other things. 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 heads of corporate functions (CXOs) and the heads of the control functions. The Chief Risk Officer and the Chief Compliance Officer’s appointment and replacement are also approved by the Board.

The CEO is Sebastian Siemiatkowski. He works together with the CXOs in Klarna’s Group Management Team. They discuss matters of common concern to several corporate functions, strategic issues, business plans, financial forecasts, and reports, and usually meet on a weekly basis or when the CEO convenes a meeting.

The CXO team.

Chief Executive Officer

Sebastian Siemiatkowski

Chief Financial Officer

Niclas Neglén

Chief Product Officer

David Fock

Chief Technical Officer

Yaron Shaer

Chief Marketing Officer

David Sandström

Chief Commercial Officer

Luke Griffiths

Chief Operating Officer

Linda Höglund

Chief Expansion Officer

Camilla Giesecke

Management committees.

The CEO has, besides the CXO team, three separate committees at his disposal for the purpose of managing the operations:

Remuneration.

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.

 

Ersättningssystem 2019 (SV)

Ersättningssystem 2018 (SV)
Remuneration system 2018 (EN)

Ersättningssystem 2017 (SV)
Remuneration system 2017 (EN)

Ersättningssystem 2016 (SV)
Remuneration system 2016 (EN)

Ersättningssystem 2015 (SV)

Ersättningssystem 2014 (SV)

Ersättningssystem 2013 (SV)

Ersättningssystem 2012 (SV)

Ersättningssystem 2011 (SV)

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 at Klarna.

Risk is defined as the possibility of a deviation from an expected outcome. Risk management is central to the Group’s operating model and underpins all activities conducted throughout the organization. The purpose of risk management is to protect Klarna’s long-term survival, manage volatility in the financial performance, promote operational resilience and excellence as well as enable informed decision-making.

The Group’s risk management governance model imposes a risk-aware culture, combining 1st line ownership of risks with 2nd line independent challenge and oversight. Active dialogue across the three lines of defense is key to effective risk management in the Group. The risk strategy is a natural extension of the business model that focuses on identification, monitoring and mitigation of the material risks that Klarna are exposed to.

Whistleblowing.

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.