Board of Directors
Sampo's Board of Directors is responsible for the management of the company in compliance with the law, the regulations of the authorities, Sampo'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, takes responsibility for the proper organisation of the Group's operations, and decides, within the framework of the company's business area, on other exceptional and far-reaching matters with respect to the scope and nature of Sampo Group. In addition, the Board regularly evaluates its own activities and cooperation with the management.
The Board elects the Group CEO and President, the members of the Group Executive Committee and the Group Chief Audit Executive, and releases them from their duties. The Board also decides on the terms and conditions of their employment and on other compensation. In addition, the Board confirms the Group's staff planning targets and monitors their fulfillment, determines the grounds for the Group's compensation system and decides on other far-reaching matters concerning the staff.
Election of the member of the Board of Directors and term of office
According to Sampo'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 Annual General Meeting of 2010 decided that the Board would consist of eight members until the close of the Annual General Meeting to be held in 2011. The term of office of the Board members ends at the close of the Annual General Meeting that first follows their election. The members of the Board elect a Chairman and Vice Chairman from among their members at their first meeting following the Annual General Meeting.
The composition of the Board of Directors of Sampo plc
The Board convened 11 times in 2009. The average attendance of Board members at meetings was 95.6 per cent.
Board of Directors' compensation and other benefits related to board and committee work
According to Sampo's Articles of Association, the Annual General Meeting decides on the compensation of the members of the Board of Directors.
In accordance with the decision of the Annual General Meeting in 2010, the following annual fees will be paid to the members of the Board of Directors for their Board and committee work up to the close of the Annual General Meeting in 2011: EUR 160,000 to the Chairman, EUR 100,000 to the Vice Chairman, and EUR 80,000 to the other members of the Board, with approximately 50 per cent of each Board member's fee being paid, after taxes and corresponding charges, in Sampo A shares and the rest in cash.
Board members employed by the company will not receive separate compensation for Board work during the validity of the employment or service relationship.
Members of the Board of Directors do not receive any other benefits, nor do they participate in Sampo's incentive systems.
The compensation paid to Board members and its committees (Online Annual Report 2009)