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HomeAll newsMost read newsBusiness Leaders Biography
Age : 64
Public asset : 40,802 USD
Linked companies : Sampo Oyj
Biography : Christian Clausen is a Danish businessperson who has been at the head of 8 different companies and p

Sampo Oyj Proposals Of Sampo Plc's Board Of Directors And Its Committees To The Annual General Meeting

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02/07/2019 | 02:56am EST
TIDMSAMPO 
 
 
   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 

(MORE TO FOLLOW) Dow Jones Newswires

02-07-19 0255ET

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