Board of Directors
The Board of Directors, elected annually by the AGM, uses the highest decision-making power in Sampo Group between the AGMs.
Sampo’s Board of Directors is responsible for the management of the company in compliance with the law, authority regulations, Sampo’s articles of association and the decisions of the shareholders’ meetings.
The working principles and main duties of the Board of Directors have been defined in the Board’s Charter. To ensure the proper running of operations, Sampo’s Board of Directors has approved internal rules concerning general corporate governance, risk management, remuneration, compliance, internal control and reporting in the Sampo Group.
Main duties of the Board of Directors
- Receives groupwide reporting.
- Supervises
- the due organisation of functions and operations;
- the financial reporting systems and the efficiency of internal audit and risk
management; - related party transactions; and
- the independence of and non-audit services provided by the Auditor.
- Resolves on
- the strategy and other major strategic or far-reaching decisions of Sampo Group;
- convening of the Annual General Meeting;
- groupwide and Sampo plc level principles and policies;
- the minimum requirements of capitalisation and the proposal on profit distribution; and
- group level remuneration matters.
- Prepares
- consolidated financial statements; and
- proposals for the Annual General Meeting.
- Appoints, discharges and decides on the Group CEO’s, Group Executive Committee members’ and the Group Chief Audit Executive’s terms of service and financial benefits within the framework of the valid Remuneration Policy.
- Discusses the annual performance evaluation of the Board of Directors.
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 ("AGM").
The term of office of the Board members ends at the close of the next Annual General Meeting following their election. The members of the Board elect a chair and vice chair from among its members at their first meeting following the Annual General Meeting.
Sampo plc's Board of Directors has a Nomination and Remuneration Committee, which prepares and presents proposals for Sampo's Annual General Meeting on the composition of the Board and its compliance with the Diversity Policy of Sampo plc’s Board of Directors.
The AGM of 2023 decided that the Board would consist of ten members until the close of the AGM to be held in 2024. The term of office of the Board members ends at the close of the AGM that first follows their election. The members of the Board elect a Chair and Vice Chair from among their members at their first meeting following the AGM.
Sampo plc has confirmed a Diversity Policy for the Board of Directors which aims to ensure that the Board of Directors possesses the requisite knowledge and experience in the social, business, and cultural conditions of the regions and markets in which the main activities of the Group are carried out. The policy states that when electing the Board of Directors, a broad set of qualities and competencies are sought, and it is recognized that diversity, including age, gender, geographical provenance, and educational and professional background, are important factors to take into consideration.
The Sampo plc Board Diversity Policy states that both genders shall be represented on the Board of Directors. The Nomination and Remuneration Committee considers gender equality and ensures that both genders are always represented on the Board of Directors, and it has as its target a share of at least 37.5 per cent of the total number of members for both genders.
The Nomination and Remuneration Committee has during the drafting of its proposal for the Annual General Meeting held on 18 May 2022 assessed that due to the strategic development of Sampo Group, the composition of Sampo plc’s Board of Directors shall in addition to the current knowledge emphasise knowledge of the P&C market and the UK’s geographical market. Thus, it was proposed to the Annual General Meeting held on 18 May 2022 to increase the number of Board members to nine members. As a consequence, the share of women on the Board decreased to 33.3 per cent and the composition of the Board does temporarily not fulfil the target of each gender being represented by at least 37.5 per cent of the members of the Board. The Board of Directors remains committed to reaching its target of having both genders represented in the Board by at least 37.5 per cent and will continue its endeavours to reach the target when proposing candidates for Board membership next time. The average tenure of Board members was 5.7 years according to the situation on the date of the Annual General Meeting 18 May 2022.
Gender distribution of the Board Members
Sampo plc, 18 May 2022
Length of tenure of the Board members
Sampo plc, 18 May 2022
Geographical mix of the Board members
Sampo plc, 18 May 2022
Educational background of the Board members
Sampo plc, 18 May 2022
As of 18 May 2022 (date of the Annual General Meeting 2022), Sampo plc’s Board of Directors consists of nine members. Sampo plc has identified materially important areas of knowledge which have to be sufficiently covered by the Board members range of skills and experience. On at least an annual basis (and whenever an individual is considered by the Nomination and Remuneration Committee for election as a Board member) each person who shall be proposed as Directors shall provide the Nomination and Remuneration Committee of the Board with sufficient information to allow the Board to evaluate his/her independence. The proposed persons shall provide the Nomination and Remuneration Committee also with their own assessment of their independence.
In addition, the Group Compliance Unit will collect information from the company’s records and, as appropriate, from the public records, to conduct an analysis of each current or prospective member’s eligibility to be classified as “independent” under the Finnish Corporate Governance Code and other applicable regulations.
The evaluation of independence shall be based on a director-specific overall evaluation that takes into account the information provided by the Director and the analysis addressing each individual’s eligibility to be classified as “independent”. This analysis shall be submitted to the Nomination and Remuneration Committee, which shall make a recommendation regarding each individual’s independence to the full Board of Directors, which in turn shall make the final evaluation of each individual’s independence and disclose which Directors are independent of the company and which are independent of the significant shareholders. The evaluation must also indicate the rationale for determining that a Director is not independent and be kept up-to-date if factors affecting the independence of a Director change.
According to Sampo plc’s Board Diversity Policy, the Board of Directors shall possess the requisite knowledge and experience in the social, business, and cultural conditions of the regions and markets in which the main activities of the Group are carried out. The policy states that when electing the Board of Directors, a broad set of qualities and competencies are sought, and it is recognized that diversity, including age, gender, geographical provenance, and educational and professional background, are important factors to take into consideration. The below Board Skills Matrix presents the different skills and knowledge among the members of the Board of Directors, which the Board members have identified as an area of strong expertise for themselves. In addition, the Board members possess several other skills and knowledge. Each area of knowledge presented here is deemed materially important for the successful conduct of Sampo plc’s and Sampo Group’s business operations.
Board of Directors, skills matrix
Sampo plc
Updated