Board of Directors
Sampo plc's Board of Directors is responsible for the management of the company in compliance with the law, the regulations of the authorities, Sampo plc's Articles of Association and the decisions of Shareholders' Meetings. The operating procedures and main duties of the Board of Directors have been defined in the Board's Charter.
The Board of Directors decides on Sampo Group's business strategy, approves the budget and the principles governing the Group's risk management and internal control, and is responsible for the proper management of the Group's operations. In addition, the Board decides on, within the limits of the company's field of activities, exceptional and far-reaching matters regarding the scope and nature of Sampo Group. The Board also regularly evaluates its own activities and cooperation with the Group's management.
The Board elects the Group CEO, the executives of Sampo Group and the Group Chief Audit Executive, releases them from their duties, and decides on the terms and conditions of their employment, as well as other compensation. Furthermore, the Board confirms the Group's staff planning targets and monitors the extent to which they have been fulfilled, determines the grounds for the Group's compensation system and decides on other far-reaching matters concerning the staff.
Pursuant to the Balance Sheet Policy approved by Sampo plc's Board of Directors, the administration and management of Sampo plc's investment assets is arranged so that the Board of Sampo plc makes all decisions regarding strategic investments. Sampo Group's Chief Investment Officer (the "CIO") is in charge of the execution of such decisions. The CIO from time to time is also involved in the investing of other investment assets within the limitations provided for by the Board of Sampo plc.
The Boards of Directors of Sampo plc's subsidiaries (If P&C and Mandatum Life) have approved investment policies that are applicable to the respective companies.
Election of the members of the Board of Directors and term of office
According to Sampo plc's Articles of Association, the company's Board of Directors comprises no fewer than three and no more than ten members elected by shareholders at the Annual General Meeting. The 2009 Annual General Meeting saw the decision to elect eight members to the Board until the close of the 2010 Annual General Meeting. The term of office of the Board members ends at the close of the first Annual General Meeting following their election. The members of the Board elect a Chairman and Vice Chairman from among their members on an annual basis at their first meeting following the Annual General Meeting.
The composition of the Board of Directors of Sampo plc
Information regarding the work of the Board of Directors is available on page 12 of Sampo's Annual Report.
Board of Directors' compensation and other benefits related to board and committee work
According to Sampo plc's Articles of Association, the Annual General Meeting determines the compensation of the members of the Board of Directors.
In accordance with a decision of the 2009 Annual General Meeting, the members of the Board will be paid the following annual fees until the close of the 2010 Annual General Meeting: the Chairman EUR 160,000, the Vice Chairman EUR 100,000, and the other members of the Board EUR 80,000. 50 per cent of the Board members' annual compensation, following deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash.
Board members employed by the company do not receive separate compensation for Board work.
Members of the Board of Directors neither receive any other benefits, nor do they participate in Sampo's incentive systems.
The compensation paid to Board members and its committees is presented on page 16 of Sampo's Annual Report.
