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Committees Appointed by the Board

The Board may establish committees, executive committees and other permanent or temporary bodies to deal with tasks prescribed by it.

The Board confirms the Charter of Sampo's committees and Group Executive Committee, and also the guidelines and authorisations given to other bodies established by the Board.

The Board has an Audit Committee and a Nomination and Remuneration Committee, whose members it appoints from among its members in accordance with the charters of the respective committees.

Audit Committee

The Audit Committee is responsible for monitoring the statutory auditing and reporting process of the financial statements and consolidated financial statements and preparation of the Group’s non-financial reporting. The Audit Committee is further responsible for supervising the accuracy of Sampo Group's financial statements as well as supervising and assessing the Group’s financial reporting process and supervising the preparation of Group’s Solvency II related reporting. It further monitors the profitability, capitalization and liquidity of the Group companies.

The Committee also supervises the actions of the auditor under the laws of Finland and monitors and evaluates the auditor's invoicing for audit and non-audit services as deemed appropriate. Furthermore, the Audit Committee is responsible for monitoring and evaluating the auditor's and auditing firm's independence and particularly their provision of related services to Sampo Group, and for preparing proposals to the Annual General Meeting concerning the auditor's election and its fee.

The Committee also monitors and assesses the efficiency of the Group's internal control, internal audit and risk management systems, and supervises the Group's risks and the quality and scope of risk management. In addition, the Committee approves internal audit's annual action plan, monitors the fulfillment of risk policies, the use of limits and the development of profit in various business areas, supervises the preparation of and compliance with risk management policies and other guidelines within the scope of Audit Committee's activities, 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 defines the general principles regarding monitoring and evaluating transactions concluded between Sampo plc and its related parties and it further reviews the reporting processes regarding the said transactions.

The Committee also evaluates the compliance with laws and regulations in Sampo Group, monitors significant litigations of Group companies, supervises communication with the various regulatory authorities based on reporting addressed to the Committee and executes any other duties that may be bestowed upon it by the Board.

According to its Charter, 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 and of which at least one is independent of Sampo's significant shareholders. The responsible Auditor, Group CEO, Group CFO, Group Chief Audit Executive, and Group Chief Risk Officer are also participating in the meetings of the Committee.

The Chair of the Audit Committee is Jannica Fagerholm, and the other members are Christian Clausen, Fiona Clutterbuck and Johanna Lamminen.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is entrusted to prepare and present proposals for Sampo's Annual General Meeting on the composition of the Board, the Remuneration Policy for Governing Bodies of Sampo plc, the remuneration of Board members in accordance with the Remuneration Policy for Governing Bodies and the remuneration report for governing bodies.  The Committee consults the largest shareholders in these matters.

The Committee is also responsible for preparing proposals for Sampo's Board on the evaluation of the independence of the members of the Board, on the Diversity Policy of the Board of Directors, on the composition and chair of the Board's committees, on the appointment of Sampo Group CEO and President and the composition of Sampo Group's Executive Committee, the composition of the Group MD Committee, and, to the extent required, makes surveys of potential successors to aforementioned positions. The Committee also prepares proposals for the Board on the remuneration of the Group Executive Committee members.

Nomination and Remuneration Committee also prepares for the Board's decision Sampo Group's Remuneration Principles and Sampo plc's Remuneration Policy for Personnel, Sampo Group's long-term incentive schemes, maximum pay-outs based on short-term incentive programs and long-term incentive schemes as well as the actual payments to be made.

As authorized by the Board of Directors, the Committee also decides on the fixed salaries of the members of the Group Executive Committee, excluding the Group CEO and his/her deputy.

The Committee prepares a proposal for the Board on the appointment, employment conditions and other remuneration of Sampo Group's Chief Audit Executive. In addition, the Committee is responsible for preparing proposals for the Board on issues relating to the development of corporate governance and confirming the criteria and processes used for the Board's self-evaluation.

The Committee also regularly evaluates its own practices and co-operation with the executive management.

According to its Rules of Procedure, the Nomination and Remuneration Committee comprises the Chair of the Board (who acts as the Committee's Chair) and three members elected from among the members of the Board.

The Chair of the Nomination and Remuneration Committee is Björn Wahlroos, and the other members are Veli-Matti Mattila, Risto Murto and Antti Mäkinen.

Updated 2 Jan 2020