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's Annual General Meeting on 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 in these matters. The Committee is also responsible for preparing proposals for Sampo's Board on the composition and chairmen of the Board's committees and the composition of the Group MD Committee, on the appointment of Sampo Group CEO and President and the composition of Sampo Group's Executive Committee, and on the principles by which the members of the Executive Committee are to be compensated and their compensation. As authorised by the Board of Directors, the Committee also decides on the compensation of the members of the Executive Committee, excluding the Group CEO and Deputy CEO. Furthermore, the Committee prepares a proposal for the Board on 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. In addition, 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 three members elected from among the members of the Board. The Chairman of the Nomination and Compensation Committee is Björn Wahlroos and the other members are Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell and Matti Vuoria. The members of the Committee were elected by the Board of Directors in its meeting on 13 April 2010.
The Nomination and Compensation Committee convened seven times in 2009. The average attendance of Committee members at meetings was 96.6 per cent.
Audit Committee
The Audit Committee is responsible for monitoring the statutory auditing and reporting process of the financial statements and consolidated financial statements, and for overseeing the veracity 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 particularly their provision of related services to Sampo Group, and for preparing proposals to the Annual General Meeting concerning the auditors' election and their fees.
The Committee also oversees the actions of the auditors under the laws of Finland, monitors the auditors' invoicing for audit and non-audit services as deemed appropriate, monitors the efficiency of the Group's internal control, internal audit and risk management systems, and monitors the Group's risks and the quality and scope of risk management. In addition, the Committee approves the internal audit action plan, monitors the internal audit's reporting, monitors the fulfillment of risk policies, the use of limits and the development of profit in various business areas, oversees the preparation of and compliance with risk management policies and other related guidelines, and 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. The Committee also evaluates the compliance with laws and regulations in Sampo Group and executes any other duties that may be bestowed upon it by the Board.
The Committee comprises at least three members elected from among those Board members who do not hold executive positions in Sampo and are independent of the company. Also participating in the meetings of the Committee are the Responsible Auditor, Group CEO, Group CFO, Group Chief Counsel, Group Chief Audit Executive, the member of the Group Executive Committee responsible for risk control and Group Chief Risk Officer.
The Chairman of the Audit Committee is Christoffer Taxell and the other members are Tom Berglund and Jukka Pekkarinen. The members of the Committee were elected by the Board of Directors in its meeting on 13 April 2010.
The Audit Committee convened four times in 2009. The attendance of Committee members at meetings was 100 per cent.