You are using an old version of your web browser.

Please note that the website might not function correctly using an outdated browser. We recommend updating your browser or using another one.

Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting

Sampo plc's Board of Directors has decided to summon the Annual General Meeting for 14 April, 2011. The notice of Annual General Meeting will be published on 10 February 2011 and registration will commence on 11 February 2011. The Board of Directors and its committees have made the following proposals to the Annual General Meeting.

  • Sampo plc's Board of Directors' dividend proposal

  • Proposal of the Nomination and Compensation Committee for the remuneration of the members of the Board of Directors

  • Proposal of the Nomination and Compensation Committee for the number of members of the Board of Directors and the members of the Board of Directors

  • Proposal of the Audit Committee for the remuneration of the Auditor

  • Proposal of the Audit Committee for the election of the Auditor

  • Proposal of the Board of Directors for authorisation to decide on repurchasing Sampo shares

The Board proposes to the Annual General Meeting a dividend of EUR 1.15 per share and an authorisation for the Board to decide on repurchasing a maximum of 50,000,000 Sampo A shares using funds available for profit distribution.

The Nomination and Compensation Committee proposes to the Annual General Meeting that the number of Board members be maintained at eight and that all the current members, with the exception of Tom Berglund, are re-elected. Tom Berglund is not available for re-election and the Nomination and Compensation Committee proposes that Adine Grate Axén is elected to the Board. The Committee also proposes that the fees of the members of the Board of Directors remain unchanged.

The Audit Committee proposes that Ernst & Young Oy be elected as the company's auditor until the close od the next Annual General Meeting.

The proposals are attached in full to this release.

 

SAMPO PLC
Board of Directors

 

Distribution:
NASDAQ OMX Helsinki
The principal media
Financial Supervisory Authority
www.sampo.com


ANNEX 1

Sampo plc's Board of Directors' Dividend Proposal

According to Sampo plc's dividend policy the total amount of dividends will correspond to at least 50 per cent of the Group's annual net profit (excluding extraordinary items). Share buy-backs can be used to complement dividends.           

The parent company's distributable capital and reserves totaled EUR 6,597,907,788.86, of which profit for the financial year was EUR 710,467,413.51.

The Board proposes to the Annual General Meeting a dividend of EUR 1.15 per share of the company's 561 282 390 shares. The dividends to be paid amount to a total of EUR 645,474,748.50. The remainder of the funds are to be left in the equity capital.

The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland at the record date of 19 April 2011. The Board proposes that the dividend be paid on 28 April 2011.

No significant changes have taken place in the company's financial position since the end of the financial year. The company's liquidity position is good and in the view of the Board, the proposed distribution does not jeopardise the company's ability to fulfil its obligations.

Helsinki, 9 February 2011

 

SAMPO PLC
Board of Directors

 

ANNEX 2

Proposal of the Nomination and Compensation Committee for the Remuneration of the Members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the fees of the members of the Board of Directors remain unchanged and that members of the Board of Directors be paid the following fees until the close of the next Annual General Meeting: the Chairman of the Board will be paid an annual fee of EUR 160,000, the Vice Chairman of the Board will be paid EUR 100,000 and the other members of the Board of Directors will be paid EUR 80,000 each. Approximately 50 per cent of each Board member's annual fees, after deduction of taxes and similar payments, will be paid in Sampo A shares and the rest in cash.

Helsinki, 9 February 2011

 

SAMPO PLC
Nomination and Compensation Committee

 

ANNEX 3

Proposal of the Nomination and Compensation Committee for the Number of Members of the Board of Directors and the Members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that eight members be elected to the Board of Directors.

The Nomination and Compensation Committee of the Board of Directors proposes that the current members of the Board Anne Brunila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Veli-Matti Mattila, Matti Vuoria and Björn Wahlroos are re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members, Tom Berglund, is not available for re-election. The Committee proposes that Adine Grate Axén be elected as a new member to the Board.

Adine Grate Axén was born in 1961 and has a Master in Finance and International Business from Stockholm School of Economics and an Executive MBA from Harvard University in Boston. Adine Grate Axén worked for Investor AB between 1994-2007 in a number of management positions. She was Executive Vice President and Managing Director for Investor AB in 1999-2007. She is Chairperson of the Swedish listing Committee for NASDAQ OMX Stockholm, Board Member of SOBI, a Swedish specialty pharmaceutical company and a Board Member of Swedavia. The complete CV of Adine Grate Axén is available at www.sampo.com/agm.

All the proposed Board members are independent of the major shareholders and all but Anne Brunila, Björn Wahlroos and Matti Vuoria are independent of the company. The Committee's rationale for not assessing these persons independent is presented in Annex A. Majority of the proposed Board members are independent of major shareholders and the company.

The full CVs of all persons proposed as Board Member and evaluation of their independence pursuant to the Finnish Corporate Governance Code are available at the address www.sampo.com/agm.

The Nomination and Compensation Committee proposes that the Board elect Björn Wahlroos from among their number as the Chairman of the Board. It is proposed that Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos be elected to the Nomination and Compensation Committee and Adine Grate Axén, Jukka Pekkarinen and Christoffer Taxell be elected to the Audit Committee. The Committees fulfil the Finnish Corporate Governance Code's requirement for independence.

Helsinki, 9 February 2011

 

SAMPO PLC
Nomination and Compensation Committee

 

Annex A

The proposed Board members not assessed to be independent from the company

Anne Brunila (interlocking control relationship according to recommendation 15(e) of the Finnish Corporate Governance Code)

Anne Brunila, Executive Vice President of Corporate Relations and Sustainability and a member of the Management Team at Fortum Corporation, is deemed not to be independent of the company because Sampo Group's Principal Attorney and a member of the Management Team, Ilona Ervasti-Vaintola, is a member of Fortum Corporation's Board of Directors. Anne Brunila will become independent in 1.11.2011 when Ilona Ervasti-Vaintola retires from her current position in Sampo Group. 

Björn Wahlroos (previous employment relationship according to recommendation 15(b) of the Finnish Corporate Governance Code)

Björn Wahlroos was Chief Executive Officer and President of Sampo Group until 7 April 2009. He is deemed not to be independent of the company because he has been employed by Sampo Group in the three years prior to the commencement of Board membership.

Matti Vuoria (interlocking control relationship according to recommendation 15(e) of the Finnish Corporate Governance Code)

Matti Vuoria, Chief Executive Officer and President of Varma Mutual Pension Insurance Company, is deemed not to be independent of the company because Sampo Group's Chief Executive officer and president, Kari Stadigh, is a member of Varma's Board of Directors.

 

ANNEX 4

Proposal of the Audit Committee for the Remuneration of the Auditor

The Audit Committee of the Board of Directors proposes to the Annual General Meeting that compensation be paid to the company's auditor on the basis of reasonable invoicing.

The Audit Committee states that its proposal is based on the fact that the accounting firm Ernst & Young Oy was the Sampo Group's auditor in 2010. The fees paid to the auditor for services rendered and invoiced in 2010 totalled EUR 2,206,734. In addition, the accounting firm was paid a total of EUR 196,862 in fees for non-audit services rendered and invoiced.

Helsinki, 9 February 2011

 

SAMPO PLC
Audit Committee

 

ANNEX 5

Proposal of the Audit Committee for the Election of the Auditor

The Audit Committee of the Board of Directors proposes that Ernst & Young Oy be elected as the company's auditor until the close of the next Annual General Meeting. Ernst & Young Oy has announced that Heikki Ilkka, APA, will be re-elected as the principally responsible auditor, if the Annual General Meeting chooses Ernst & Young Oy to continue as the company's auditor.

Helsinki, 9 February 2011

 

SAMPO PLC
Audit Committee

 

ANNEX 6

 

Proposal of the Board of Directors for Authorisation to Decide on Repurchasing Sampo Shares

The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on repurchasing Sampo A shares using funds available for profit distribution.

Sampo A shares can be repurchased in one or more lots up to a total of 50,000,000 shares representing approximately 8.9 per cent of all A shares of the company. Sampo shares can be repurchased in other proportion than the shareholders' proportional shareholdings (private repurchase).

The share price will be no higher than the highest price paid for Sampo plc shares in public trading at the time of the purchase. However, in implementing the repurchase of Sampo shares, normal derivatives, stock lending or other contracts may also be entered into within the legal and regulatory limits, at the price determined by the market.

The holder of all Sampo plc B shares has given consent to a buy-back of A shares.

It is proposed that the authorisation will be valid until the close of the next Annual General Meeting, provided this is not more than 18 months from the Annual General Meeting's decision.

Helsinki, 9 February 2011

 

SAMPO PLC
Board of Directors

Back to top