Committees Appointed by the Board

The Board may appoint committees, executive committees and other permanent or fixed-term bodies for duties assigned by the Board. It also confirms the Charter of Sampo plc's committees and the Executive Committee, as well as providing the guidelines and authorizations given to other bodies appointed by the Board.

The Board has a Nomination and Compensation Committee and an Audit Committee, the members of which it appoints from within its midst in accordance with the charters of the respective committees.

Nomination and Compensation Committee

The Nomination and Compensation Committee is entrusted to prepare proposals for Sampo plc's Annual General Meeting regarding the composition of the Board, the compensation of Board members and the principles on which this compensation is determined. The Committee consults the largest shareholders on these matters. In addition, the Committee is responsible for preparing proposals for Sampo plc's Board regarding the composition and chairmen of the various Board's committees and the composition of the Group MD Committee, the appointment of Sampo Group's CEO and the composition of Sampo Group's Executive Committee, as well as the principles by which the members of the Executive Committee are to be compensated and their compensation. As authorized by the Board of Directors, the Committee also decides on the compensation of the members of the Executive Committee, with the exception of the Group's CEO and Deputy CEO. Furthermore, the Committee prepares a proposal for the Board regarding the appointment, employment conditions and other compensation of Sampo Group's Chief Audit Executive, and on the principles by which Sampo Group's staff are to be compensated. Finally, the Committee is responsible for preparing proposals for the Board on issues relating to the development of good corporate governance and confirming the criteria and processes used for the Board's self-evaluation.

The Nomination and Compensation Committee comprises the Chairman of the Board (who acts as the Committee's Chairman), the Vice Chairman of the Board and one member elected from among the members of the Board. The Chairman of the Nomination and Compensation Committee is Björn Wahlroos and the other members are Matti Vuoria, Christoffer Taxell, Anne Brunila and Eira Palin-Lehtinen.

Information regarding the work of the Nomination and Compensation Committee is available on page 14 of Sampo's Annual Report.

Audit Committee

The Audit Committee is responsible for monitoring the statutory auditing and reporting process of the financial statements and consolidated financial statements, and overseeing the authenticity of Sampo Group's financial statements and the financial reporting process. Furthermore, the Audit Committee is responsible for evaluating the auditors' and auditing firm's professional competence and independence and in particular the provision of related services to Sampo Group. Finally, it is responsible for preparing proposals to be made to the Annual General Meeting regarding the election of the auditors and the auditing fees.

The Committee also oversees Sampo Group's internal audit and the actions of the auditors under the laws of Finland and monitors the auditors' invoicing for audit and non-audit services in the way it sees fit, as well as the efficiency of the company's internal control, internal audit and risk management systems. It also monitors the Group's risks and the quality and scope of risk management. Furthermore, the Committee approves the internal audit action plan, monitors the internal audit's reporting and how the various business areas have fulfilled the risk policies. It also covers the use of limits and the development of profit, oversees the preparation of and compliance with risk management policies and other related guidelines. Additionally, it reviews the description of the main features of the internal control and risk management systems pertaining to the financial reporting process, which is included in the company's Corporate Governance Statement. Finally, the Committee also evaluates the compliance with laws and regulations in Sampo Group and carries out any other tasks that may be bestowed upon it by the Board.

The Board of Directors' Audit Committee comprises at least three members elected from among those Board members who do not hold management positions at Sampo and are independent of the company. Also participating in the meetings of the Committee are the Responsible Auditor, the Group CEO, the Group CFO, the Group Chief Counsel, the Group Chief Audit Executive, the member of the Group Executive Committee responsible for risk control and the Group Chief Risk Officer.

The Chairman of the Audit Committee is Christoffer Taxell and the other members are Tom Berglund, Jukka Pekkarinen and Veli-Matti Mattila.

Information regarding the work of the Audit Committee is available on page 14 of Sampo's Annual Report