Remune­ration of the Board of Di­rectors

Remune­ration of the Board of Di­rectors

The Annual General Meeting decides on the fees paid to the members of the Board of Directors each year. In accordance with the decision of Sampo plc’s 2023 Annual General Meeting and the demerger plan approved by Sampo plc’s Board of Directors, the members of Mandatum plc’s Board of Directors and Audit Committee will be paid Board fees and meeting fees. In addition, the members of the Board of Directors are entitled to reimbursement of travel costs in line with the company’s travel policy.  

The term of office of the Board members began on 1 October 2023 and will last until the end of Mandatum plc’s first Annual General Meeting. The following fees are paid to the members of Mandatum plc’s Board of Directors for the term of office: 

  • a Board fee of EUR 27,000 for each Board member, a Board fee of EUR 42,000 for the Chair of the Board and a Board fee of EUR 36,000 for the Deputy Chair of the Board, as well as a fixed fee of EUR 36,000 for the Chair of the Audit Committee; 
  • a fee of EUR 600 for each member of the Board of Directors for each Board meeting and a fee of EUR 1,500 for the Chair or Deputy Chair when acting as the Chair; 
  • a fee of EUR 600 for each Audit Committee member for each Audit Committee meeting and a  fee of EUR 1,000 for the Chair of the Audit Committee. 

A member of the Board of Directors shall acquire Mandatum plc shares on the market at the price paid in public trading for 50 per cent of the fixed fee paid based on the Board members’ term after deduction of taxes, charges and potential statutory social and pension costs. The company pays any transfer tax related to the acquisition of the shares. A Board member shall be obliged to retain the shares under his/her ownership for two (2) years from the purchasing date. The disposal restriction on the shares shall, however, become unbinding if the term of the Board member ends prior to the two-year period. In this case, the disposal restriction shall end at the same time as the Board membership ends. 

With the exception of the Board’s full-time Chair, the members of the Board of Directors are not in an employment or service relationship with Mandatum and are not covered by Mandatum’s incentive schemes.  

 

Remuneration of the full-time Chair of Board of Directors

The independent members of the company’s Board of Directors decide on the employment relationship-related remuneration of the full-time Chair of the Board. The remuneration of the full-time Chair of the Board of Directors, Patrick Lapveteläinen, consists of the Board fee and meeting fee as well as, based on the contract concerning the employment relationship, a fixed salary, benefits (fringe benefits and other benefits) and a supplementary pension benefit. The employment-based remuneration of the full-time Chair of the Board is evaluated annually and is based on the remuneration principles and policies applied by the company. More detailed information on the remuneration of the full-time Chair’s in 2023 is presented in the Remuneration Report for Governing Bodies 2023, which will be published in spring 2024.

 

Fixed salary and benefits

Based on the decision of the independent members of the Board of Directors, the full-time Chair of the Board will be paid a fixed monthly salary. The tasks of the full-time Chair of the board include, in addition to acting as the Chair, i.a. developing Mandatum’s strategy and managing investor relations.

The fixed monthly salary paid to the full-time Chair of the Board is EUR 25,000 (incl. phone benefit) as of 1 October 2023. Other financial benefits granted to the full-time Chair of the Board include liability insurance for management and health, travel and accident insurance.

 

Variable remuneration

The Board of Directors decides on the short-term incentive programs and long-term incentive schemes. The full-time Chair of the Board is not entitled to participate in Mandatum’s short-term incentive programs or long-term incentive schemes. The full-time Chair was previously a member of Sampo Group Executive Committee and therefore participates in the long-term incentive scheme 2020:1 for Sampo Group’s key employees, to which the full-time Chair was invited to participate in 2020. Following the partial demerger, the terms of the long-term incentive scheme 2020 were amended and the future incentive rewards are based on the share price development of the Sampo A share and Mandatum share as well as the paid dividends. Sampo plc will pay the costs of the long-term incentive scheme for the full-time Chair.

 

Pension

In addition to Finland’s statutory pension system, the full-time Chair of the Board is entitled to a supplementary defined contribution pension plan, which commences at the age of 60. The premium paid by the company into the supplementary pension plan in 2023 was EUR 62,500. The payment for the year 2023 was based on the earnings period from October 1st to December 31st, 2023.

 

Termination of employment relationship

The employment contract of the full-time Chair of the Board is in force for a fixed period until the Annual General Meeting prior to which the full-time Chair has turned 60, but in any case, not longer than the time that Patrick Lapveteläinen acts as the Chair of the Board of the company.

4.10.2023