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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.