SAMPO PLC STOCK EXCHANGE RELEASE 7 February 2019 at 9:40 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 9 April 2019. The notice of Annual General Meeting will be published on 7 February 2019 and registration will commence on 8 February 2019. 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 Compensation Committee for the Remuneration of the Members of the Board of Directors
- Proposal of the Nomination and Compensation 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 2.85 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 profit distribution.
The Nomination and Compensation 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, Jannica Fagerholm, Veli-Matti Mattila, 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 Adine Grate Axén and Eira Palin-Lehtinen are not available for re-election. The Committee proposes that Fiona Clutterbuck and Johanna Lamminen be elected as new members to the Board.
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the amount of fees of the members of the Board of Directors remain unchanged as a whole and that each member of the Board of Directors be paid an annual fee of EUR 90,000 until the close of the next Annual General Meeting and the Chairman of the Board be paid EUR 175,000. Furthermore, the Nomination and Compensation Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees: the Vice Chairperson of the Board be paid EUR 25,000; the Chairperson of the Audit Committee be paid EUR 25,000; and the 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
Board of Directors
For more information, please contact:
Jarmo Salonen
Head of Investor Relations and Group Communications
tel. +358 10 516 0030
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
According to Sampo plc's dividend policy the total amount of dividends paid shall be at least 50 per cent of the Group's annual net profit (excluding extraordinary items). Share buy-backs can be used to complement dividends.
The parent company's distributable capital and reserves totalled EUR 7,792,358,111.04, of which the profit for the financial year was EUR 1,668,757,866.27.
The Board proposes to the Annual General Meeting a dividend of EUR 2.85 per share for the company's 555,351,850 shares. The dividends to be paid amount to a total of EUR 1,582,752,772.50. The remainder of the funds is to be left in the equity capital.
The dividend will be paid to a shareholder registered in the shareholder's register held by Euroclear Finland Ltd on the record date of the dividend payment i.e. 11 April 2019. The Board proposes that the dividend be paid on 18 April 2019.
No significant changes have taken place in the company's financial position since the end of the financial year. 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, 7 February 2019
SAMPO PLC
Board of Directors
ANNEX 2
Proposal of the Nomination and Compensation Committee for the Remuneration of the Members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the Annual General Meeting that the amount of fees of the members of the Board of Directors remain unchanged as a whole and that each member of the Board of Directors be paid an annual fee of EUR 90,000 until the close of the next Annual General Meeting and the Chairman of the Board be paid EUR 175,000. Furthermore, the Nomination and Compensation Committee proposes that the members of the Board of Directors and its Committees be paid the following annual fees:
- the Vice Chairperson of the Board be paid EUR 25,000
- the Chairperson of the Audit Committee be paid EUR 25,000, and
- the member of the Audit Committee be paid EUR 6,000.
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 A shares at the price paid in public trading for 50 per cent of his/her annual fee after 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 2019 after the publication of the interim statement for January-September 2019 or, if this is not feasible because of insider regulation, 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, 7 February 2019
SAMPO PLC
Nomination and Compensation Committee
ANNEX 3
Proposal of the Nomination and Compensation Committee for the Number of Members of the Board of Directors and the Members of the Board of Directors
The Nomination and Compensation 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 the policy on diversity with regard to the Board of Directors of Sampo plc.
The Nomination and Compensation Committee of the Board of Directors proposes of that the current members of the Board Christian Clausen, Jannica Fagerholm, Veli-Matti Mattila, 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 Adine Grate Axén and Eira Palin-Lehtinen are not available for re-election. The Committee proposes that Fiona Clutterbuck and Johanna Lamminen be elected as new members to the Board.
Fiona Clutterbuck, born in 1958, is a Barrister-at-Law and obtained LLB(Hons) in 1979 from the University of London. She is currently the chairman of Paragon Banking Group PLC and a Board Member in W.S. Atkins and Hargreaves Lansdown. She has previously held various leading positions in the banking industry. Fiona Clutterbuck's complete CV is enclosed to this proposal.
Johanna Lamminen, born in 1966, has a Doctor of Science (Technology) degree from Tampere University. She is currently CEO of Gasum Ltd and has held various leading positions both in financial services and IT industries. Johanna Lamminen's complete CV is enclosed to this proposal.
All the proposed Board members have been determined to be independent of the company under the rules of the Finnish Corporate Governance Code 2015. Furthermore, all Board members with the exception of Antti Mäkinen, have been determined to be independent of the major shareholders. Mäkinen is deemed not to be independent of the significant shareholder because of his position as the CEO of Solidium Oy, a significant shareholder of the company (relationship with a significant shareholder in accordance with Recommendation 10 (g) of the Finnish Corporate Governance Code). The majority of the proposed Board members are independent of the major shareholders and the company.
The CVs of all persons proposed as Board members are available at www.sampo.com/agm.
The Nomination and Compensation Committee proposes that the Board members elect Björn Wahlroos from among its number as the Chairman of the Board and Jannica Fagerholm as its vice-Chairman. It is proposed that Veli-Matti Mattila, Risto Murto, Antti Mäkinen and Björn Wahlroos (Chairman) be elected to the Nomination and Compensation Committee as well as Christian Clausen, Fiona Clutterbuck, Jannica Fagerholm (Chairperson) and Johanna Lamminen be elected to the Audit Committee. The compositions of the Committees fulfill the Finnish Corporate Governance Code 2015's requirement for independence.
Helsinki, 7 February 2019
SAMPO PLC
Nomination and Compensation Committee
ANNEXES CVs of Fiona Clutterbuck and Johanna Lamminen
Annex 1 CV of Johanna Lamminen
CV (7 February 2019)
Name:
Johanna Lamminen
Born:
1966
Education:
Tampere University of Technology
- Doctor of Science in Technology 2016
University of Technology
- Master of Business (MBA) 1999
Current position:
Gasum Ltd, Finland
- CEO 2014-
Career:
Gasum Ltd, Finland
- Executive Vice President and Deputy to CEO 2013-2014
Danske Bank Plc, Finland
- CEO 2012-2013
Danske Bank Plc, Finland
- CFO 2011-2012
Evli Bank Plc, Finland
- CFO, Deputy to CEO 2005-2011
SSH Communication Security Corporation, Finland
- CFO 1999-2005
Arcus Software Oy, Finland
- Managing Director 1999-1999
Finnetcom Oy, Finland
- Director 1996-1999
Elisa Communications (HPY), Finland
- Controller 1990-1997
Positions of Trust:
Tieto Plc, Member of the Board 2016-
Tieto Plc, Member of the Remuneration Committee 2018-
Evli Bank Plc, Member of the Board and Member of Audit Committee 2015-
Cargotec Corporation, Member of the Board 2017-
Several other positions of trust
Annex 2: CV of Fiona Clutterbuck
CV (7 February 2019)
Name:
Fiona Clutterbuck
Born:
1958
Education:
University of London
- LLB(Hons) 1976-1979
Barrister at Law 1980-1981
Career:
Pearl/Phoenix Group; FTSE 250 company
- Head of Strategy 2008-2018
ABN AMRO Investment Bank
- Managing Director and Head of Financial Institutions Advisory 2001-2008
HSBC Investment Bank
- Managing Director and Global Co-Head of Financial Institutions Group 1996-2001
Hill Samuel Bank Limited
- Director 1985-1996
Grindlays Bank
- International Banking Manager 1983-1985
Merrill Lynch
- Derivatives Trader 1981-1983
Positions of Trust:
Paragon Banking Group PLC, FTSE 250 Company, Chairman of the Board 2018-
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 has acted as Sampo plc's as well as Mandatum Life and Topdanmark Groups' Auditor in 2018. The Authorized Public Accountant Firm KPMG AB was elected as If Group's Auditor on 9 April 2018. The fee paid to the Auditors for statutory audit services for Sampo Group rendered and invoiced in 2018 totalled EUR 2,459,540. In addition, the Auditors were paid a total of EUR 614,892 in fees for non-audit services rendered and invoiced after their election.
Approximately fourth of the non-audit services fees related to engagements regarding implementation of IFRS 9 and 17 standards in Sampo Group and approximately 10 per cent to update of Sampo plc's EMTN-programme. Approximately 6 per cent of the non-audit service fees consisted of Sampo plc's external corporate responsibility reporting and the rest mainly of services related to taxation.
Helsinki, 7 February 2019
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.
If P&C Insurance Holding Ltd (publ) and Topdanmark A/S have invited tenders for their audit engagements and their auditors have changed during the financial period 2018.
Helsinki, 7 February 2019
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, 7 February 2019
SAMPO PLC
Board of Directors