Board of Directors

Board of Directors

The Board of Directors elected annually by Mandatum plc’s General Meeting uses the highest decision-making power in Mandatum Group between General Meetings.

Mandatum plc’s Board of Directors is responsible for the management of the company in compliance with laws, authority regulations, the Articles of Association and the decisions of the General Meetings.

The working principles and the main duties of the Board of Directors are defined in the Board’s charter. In order to ensure the appropriate operations of the Group, Mandatum plc’s Board of Directors has approved principles and policies that concern, among other things, Mandatum Group’s general corporate governance, risk management, compliance, internal control and reporting. 

Main duties of the Board of Directors

Composition of the Board of Directors

Mandatum plc’s Board of Directors is elected at the General Meeting on an annual basis. The current members of the Board of Directors were elected at the Sampo plc Annual General Meeting of 17 May 2023, which resolved on the partial demerger.

Patrick LapvetelƤinen

Chair of the Board, born 1966

Patrick Lapveteläinen has been determined to be independent of the company’s major shareholders, but not independent of the company, under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association, due to his engagement as a full-time Chair of the Board of the company.

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Jannica Fagerholm

Vice Chair of the Board, born 1961

Jannica Fagerholm has been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association.

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Johanna Lamminen

Board member, born 1966

Johanna Lamminen has been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association.

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Kimmo Laaksonen

Board member, born 1963

Kimmo Laaksonen has been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association.

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Markus Aho

Board member, born 1980

Markus Aho has been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association.

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Jukka Ruuska

Board member, born 1961

Jukka Ruuska has been determined to be independent of the company and its major shareholders under the rules of the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association.

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Election and terms of office

According to Mandatum plc’s Articles of Association, the company’s Board of Directors comprises no fewer than three and no more than ten members elected by the shareholders in the General Meeting.

The term of office of the Board members ends at the close of the next Annual General Meeting following their election. The members of the Board of Directors elect from among themselves a Chair and a vice chair at their first meeting following the Annual General Meeting.

The Shareholders’ Nomination Board of Mandatum plc prepares and presents the proposal on the composition of the Board of Directors made to the General Meeting. 

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 charters of the committees of Mandatum plc’s Board and also the guidelines and authorisations given to other bodies established by the Board.

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

Audit Committee Remuneration Committee

Diversity

 

Mandatum plc’s Board of Directors has approved the Board Diversity Principles, the purpose of which is to set out the factors of diversity to be taken into consideration in the composition of the Board of Directors of Mandatum plc to promote good corporate governance and effective functioning of the Board of Directors, the goal of which is to define the diversity aspects that need to be considered in the composition of Mandatum plc’s Board of Directors in order to promote good governance and efficient Board activities. The company recognises that a diverse Board of Directors, consisting of individuals with a broad range of perspectives, backgrounds, and experiences, promotes Mandatum’s business decision-making and ensures good corporate governance. These objectives are supported by a broad set of qualities and competences as well as diversity, including age, gender, geographical provenance and educational and professional background, of the members of the Board of Directors. These goals are supported by the broad range of characteristics and competences of the Board members and their diversity, including age, gender, geographical origin, education and professional background.

According to the principles, gender equality and balanced representation of genders, including ensuring that both genders are always represented on the Board of Directors with a target of each gender being represented by at least 33.3 per cent of the members, are important factors to take into consideration when the Shareholders Nomination Board prepares the proposal for the composition of the Board of Directors.

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Independence evaluation of the Board of Directors

Each person standing for election to the Board of Directors must provide, at least once a year (and always when the Shareholders’ Nomination Board prepares a proposal for the election of a person to the Board), the required information for the evaluation of the person’s independence. The persons standing for election must provide the Shareholders’ Nomination Board also with their own assessment of independence.

In addition, Mandatum collects information from the company’s records and, as appropriate, from public registers, to evaluate the independence of each current or prospective member in accordance with the Finnish Corporate Governance Code maintained by the Finnish Securities Market Association or other applicable regulations. The Board of Directors’ final evaluation of each person’s independence is 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”. Based on the Board of Directors’ assessment, Mandatum discloses which of the 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.

2.10.2023