Last checked at 6 May 2020 09:00
Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting
SAMPO PLC STOCK EXCHANGE RELEASE 6 May 2020 at 11:00 am
Proposals of Sampo plc's Board of Directors and its Committees to the Annual General Meeting
Sampo plc's Board of Directors has decided to summon the Annual General Meeting for 2 June 2020. The notice of Annual General Meeting will be published on 6 May 2020 and registration will commence on 12 May 2020. The Board of Directors and its committees have made the following proposals to the Annual General Meeting.
- Proposal of the Board of Directors for Distribution of Profit
- Proposal of the Nomination and Remuneration Committee for the Remuneration of the Members of the Board of Directors
- Proposal of the Nomination and Remuneration Committee for the Number of Members of the Board of Directors and the Members of the Board of Directors
- Proposal of the Audit Committee for the Remuneration of the Auditor
- Proposal of the Audit Committee for the Election of the Auditor
- Proposal of the Board of Directors for Authorization to Decide on the Repurchase of the Company’s Own Shares
The Board proposes to the Annual General Meeting a dividend of EUR 1.50 per share and an authorization for the Board to decide on repurchasing a maximum of 50,000,000 Sampo A shares using funds available for the profit distribution.
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members remain unchanged and that eight members be elected to the Board. The Nomination and Compensation Committee proposes of that the current members of the Board Christian Clausen, Fiona Clutterbuck, Jannica Fagerholm, Johanna Lamminen, Risto Murto, Antti Mäkinen and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Veli-Matti Mattila is not available for re-election. The Committee proposes that Georg Ehrnrooth be elected as a new member to the Board.
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 93,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 180,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees: the Vice Chair of the Board be paid EUR 26,000; the Chair of the Audit Committee be paid EUR 26,000; and each member of the Audit Committee be paid EUR 6,000.
The Audit Committee of the Board of Directors proposes that the Authorized Public Accountant Firm Ernst & Young Oy be elected as the company’s Auditor until close of the next Annual General Meeting.
The proposals are attached in full to this release.
Sampo plc’s Remuneration Policy for Governing Bodies will be published later today in connection with the Notice to the Annual General Meeting.
SAMPO PLC Board of Directors
For more information, please contact:
Jarmo Salonen Head of Investor Relations and Group Communications tel. +358 10 516 0030
Maria Silander Communications Manager, Media Relations tel. +358 10 516 0031
Mirko Hurmerinta IR & Communications Specialist, Media Relations tel. +358 10 516 0032
Distribution: Nasdaq Helsinki London Stock Exchange The principal media Financial Supervisory Authority www.sampo.com
ANNEX 1
Proposal of the Board of Directors for distribution of profit
The parent company’s distributable capital and reserves totaled EUR 7,383,547,646.18 of which profit for the financial year 2019 was EUR 1,489,678,098.42.
The Board proposes to the Annual General Meeting a dividend of EUR 1.50 per share to the company’s 555,351,850 shares. The dividends to be paid are EUR 833,027,775.00 in total. The remainder of the funds are left in the equity capital.
The dividend will be paid to the shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd as the record date of 4 June 2020. The Board proposes that the dividend be paid on 11 June 2020.
No other significant changes have taken place in the company's financial position since the end of the financial year, except the decrease in the market values of investment assets as a consequence of the COVID-19 outbreak. The company's liquidity position is good and in the view of the Board, the proposed distribution does not jeopardize the company's ability to fulfill its obligations.
Helsinki, 6 May 2020
SAMPO PLC Board of Directors
ANNEX 2
Proposal of the Nomination and Remuneration Committee for the remuneration of the members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that each member of the Board of Directors be paid an annual fee of EUR 93,000 until the close of the next Annual General Meeting and the Chair of the Board be paid EUR 180,000. Furthermore, the Nomination and Remuneration Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees:
- the Vice Chair of the Board be paid EUR 26,000,
- the Chair of the Audit Committee be paid EUR 26,000, and
- each member of the Audit Committee be paid EUR 6,000.
The proposed increase in the annual fees of the Board members is approximately 3 per cent. An increase to the annual fees of the Board members has not been proposed since the Annual General Meeting held on 21 April 2016. In determining the proposed fees, the Committee has considered the effect of increasing financial regulation on the demandingness of the Board’s work and the annual fees paid to Boards of businesses similar to Sampo Group.
Potential statutory social and pension costs incurring to Board members having permanent residence outside Finland will, according to applicable national legislation, be borne by Sampo plc. In addition, actual travel and accommodation costs incurring to a Board member will be reimbursed.
A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc’s A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. The company will pay any possible transfer tax related to the acquisition of the company shares.
A Board member shall make the purchase of shares during 2020 after the publication of the Interim Statement for January-September 2020 or, if this is not feasible because of insider regulations, on the first possible date thereafter.
A Board member shall be obliged to retain the Sampo A shares under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director’s Board membership ends prior to release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends.
Helsinki, 6 May 2020
SAMPO PLC Nomination and Remuneration Committee
ANNEX 3
Proposal of the Nomination and Remuneration Committee for the number of members of the Board of Directors and the members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the number of Board members remain unchanged and that eight members be elected to the Board. The proposal is in compliance with Sampo plc’s Board Diversity Policy.
The Nomination and Remuneration Committee of the Board of Directors proposes that the current members of the Board Christian Clausen, Fiona Clutterbuck, Jannica Fagerholm, Johanna Lamminen, Risto Murto, Antti Mäkinen and Björn Wahlroos be re-elected for a term continuing until the close of the next Annual General Meeting. Of the current members Veli-Matti Mattila is not available for re-election. The Committee proposes that Georg Ehrnrooth be elected as a new member to the Board.
Georg Ehrnrooth, born in 1966, has several years of experience in banking and investment activities. He is currently Chairman of Board in eQ Plc. He has studied agriculture and forestry in Högre Svenska Läroverket in Turku, Finland. Georg Ehrnrooth’s complete CV is enclosed to this proposal.
All the proposed Board members have been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code 2020.
The CVs of all persons proposed as Board members are available at www.sampo.com/agm.
The Nomination and Remuneration Committee proposes that the Board members elect Björn Wahlroos from among its number as the Chair of the Board and Jannica Fagerholm as its Vice Chair. It is proposed that Christian Clausen, Risto Murto, Antti Mäkinen and Björn Wahlroos (Chair) be elected to the Nomination and Remuneration Committee as well as Fiona Clutterbuck, Georg Ehrnrooth, Jannica Fagerholm (Chair) and Johanna Lamminen be elected to the Audit Committee. The compositions of the Committees fulfil the Finnish Corporate Governance Code 2020’s requirement for independence.
Helsinki, 6 May 2020
SAMPO PLC Nomination and Remuneration Committee
ANNEX CV of Georg Ehrnrooth
CV (6 May 2020)
Georg Ehrnrooth
Born 1966
Education:
Högre Svenska Läroverket, Turku
• Studies in agriculture and forestry
Career:
eQ Plc & eQ Bank Ltd
• Managing Director 2005
Family-owned companies
• Management positions, responsible for finance and investments 2008–
Positions of Trust:
Fennogens Investments S.A
• Chairman of the Board 2009–
Topsin Investments S.A.
• Chairman of the Board 1998–
eQ Oyj
• Chairman of the Board 2015–, 2005–2007
• Board Member 2011–2015, 2000–2002
Geveles Ab
• Board Member 1998–
Neptunia Invest AB
• Board Member 2017–
Louise and Göran Ehrnrooth Foundation
• Chairman of the Board 2012–
Anders Wall Foundation
• Board Member 2008–
Paavo Nurmi Foundation
• Board Member 2009–
Previous Positions of Trust:
Pöyry Plc
• Board Member 2010–2016
Norvestia Oyj
• Board Member 2010–2017
Forcit Oy
• Board Member 2010–2017
Opus Capita
• Board Member 2005–2011
ANNEX 4
Proposal of the Audit Committee for the remuneration of the Auditor
The Audit Committee of the Board of Directors proposes to the Annual General Meeting that compensation be paid to the company’s Auditor against an invoice approved by the company.
As background for the proposal, the Audit Committee states that the Authorized Public Accountant Firm Ernst & Young Oy has acted as Sampo plc’s Auditor in 2019.
The fee paid to Ernst & Young Oy for statutory audit services rendered and invoiced in 2019 totalled EUR 603,695. In addition, Ernst & Young Oy was paid a total of EUR 252,968 in fees for non-audit services, which is less than 70 per cent of the average fees as defined in article 4 section 2 of the EU Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, “Audit Regulation”).
The Auditor’s fees for services provided to Sampo Group have been presented in note 36 of the annex to the consolidated financial statements.
Helsinki, 6 May 2020
SAMPO PLC Audit Committee
ANNEX 5
Proposal of the Audit Committee for the election of the Auditor
The Audit Committee of the Board of Directors proposes that the Authorized Public Accountant Firm Ernst & Young Oy be re-elected as the company’s Auditor until close of the next Annual General Meeting. Ernst & Young Oy has announced that Kristina Sandin, APA, will act as the principally responsible auditor if the Annual General Meeting elects Ernst & Young Oy to continue as the company’s Auditor.
The Audit Committee notes that its recommendation is free from influence by a third party, and the Audit Committee is not subject to compliance with any such clauses referred to in Article 16(6) of the Audit Regulation (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC, the “Audit Regulation”) that restrict the choice as regards the election of a statutory auditor or audit firm.
Background for the proposal of the Audit Committee
Sampo Group’s current principally responsible Auditor, Kristina Sandin, APA, has acted as the principally responsible Auditor since 2017.
In accordance with the transitional provisions of Article 41 of the Audit Regulation, Sampo plc shall not after 17 June 2023 enter into or renew an audit engagement with Ernst & Young Oy.
Helsinki, 6 May 2020
SAMPO PLC Audit Committee
ANNEX 6
Proposal of the Board of Directors for authorization to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 50,000,000 Sampo plc’s A shares representing approximately 9.0 per cent of all A shares of the company. The repurchased shares will be cancelled.
The price paid for the shares repurchased under the authorization shall be based on the current market price of Sampo plc’s A shares on the securities market. The minimum price to be paid would be the lowest market price of the share quoted during the authorization period and the maximum price the highest market price quoted during the authorization period.
The repurchases under the authorization are proposed to be carried out by using funds in the unrestricted shareholders’ equity, which means that the repurchases will reduce funds available for distribution of profit.
The authorization for repurchases is proposed to be carried out in such marketplaces the rules of which allow companies to trade with their own shares. Sampo plc’s A shares will be repurchased at a market price at the time of the repurchase in public trading in those marketplaces in which the company share is publicly traded. The company may enter into derivative, stock lending or other arrangements customary in capital market practice within the limits set by law and other regulations. In repurchases through such marketplaces, the company will follow the rules and guidelines regarding, among other factors, the determination of the repurchase price, settlement and disclosure of trades, of the marketplace in which the repurchase is carried out.
The holder of all Sampo plc’s B shares has given its consent to a buy-back of A shares.
It is proposed that the authorization be valid until the close of the next Annual General Meeting, provided this does not occur later than 18 months from the Annual General Meeting's decision.
Helsinki, 6 May 2020
SAMPO PLC Board of Directors