Board of Directors
Sampo plc's Board of Directors, elected annually by the AGM, uses the highest decision-making power in Sampo Group between the AGMs.
Sampo plc’s Board of Directors is responsible for the management of the company in compliance with the law, authority regulations, Sampo plc’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 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 plc'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).
Sampo plc's Board of Directors has a Nomination and Remuneration Committee, which prepares and presents proposals for Sampo plc's AGM 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. However, Johanna Lamminen notified that she would no longer continue on the Board of Sampo plc when the partial demerger of Sampo plc is completed in accordance with the demerger plan so that she may devote sufficient time to her duties. Thus, the number of members of Sampo plc’s Board of Directors decreased to nine as of 1 October 2023 upon the completion of the partial demerger of Sampo plc.
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 of 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 competences are sought for and it is recognised that diversity, including age, gender, geographical provenance, as well as educational and professional background, is an important factor to take into consideration.
Sampo plc’s Board Diversity Policy states that both genders shall be represented in 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 average tenure of Board members was 3.9 years according to the situation on the date of the Annual General Meeting 17 May 2023.
Gender distribution of the Board Members*
Sampo plc, 17 May 2023
* Data includes Johanna Lamminen, who resigned from Sampo’s Board of Directors on 30 September 2023.
Length of tenure of the Board members*
Sampo plc, 17 May 2023
* Data includes Johanna Lamminen, who resigned from Sampo’s Board of Directors on 30 September 2023.
Geographical mix of the Board members*
Sampo plc, 17 May 2023
* Data includes Johanna Lamminen, who resigned from Sampo’s Board of Directors on 30 September 2023.
Educational background of the Board members*
Sampo plc, 17 May 2023
* Data includes Johanna Lamminen, who resigned from Sampo’s Board of Directors on 30 September 2023.
On 17 May 2023 (date of the Annual General Meeting 2023), Sampo plc’s Board of Directors consisted of ten 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 a candidate to the Board 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 function 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 2020 and other applicable regulations.
The evaluation of independence shall be based on a candidate-specific overall evaluation that takes into account the information provided by the candidate 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 members of the Board are independent of the company and which are independent of the significant shareholders. The evaluation must also indicate the rationale for determining that a member of the Board is not independent and be kept up-to-date if factors affecting the independence of a Board member 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 recognised that diversity, including age, gender, geographical provenance, as well as educational and professional background, is an important factor 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.
* As previously notified, Johanna Lamminen resigned from Sampo plc’s Board of Directors as of 30 September 2023 upon the completion of the partial demerger of Sampo plc.
Board of Directors, skills matrix*
Sampo plc
* Data includes Johanna Lamminen, who resigned from Sampo’s Board of Directors on 30 September 2023.
Updated