Sampo Group

Annual Report 2011
Corporate Governance Statement
Board of Directors' Duties

Board of Directors

Sampo plc's Board of Directors, elected annually by the AGM of Sampo plc, uses the highest decision making power in Sampo Group between the AGMs. Sampo's Board of Directors is responsible for the management of the company in compliance with the law, the regulations of the authorities, Sampo's Articles of Association and the decisions of Shareholders Meetings.

The following persons served on Sampo plc's Board of Directors in 2011:

Björn Wahlroos

Chairman

Born 1952

Positions of Trust:

Nordea Bank AB (publ), Chairman;
UPM-Kymmene Corporation, Chairman of the Board;
Hanken School of Economics, Chairman of the Board;
Finnish Business and Policy Forum EVA, Board Member;
The Research Institute of the Finnish Economy ETLA, Board Member;
The Mannerheim Foundation, Board Member

  • Wahlroos was appointed to the Board of Directors of Sampo plc on 5 April 2001. 
  • Wahlroos holds 11,858,555 Sampo plc shares directly or through a controlled company.

Matti Vuoria

Vice Chairman
CEO, President of Varma Mutual Pension Insurance Company

Born 1951

Positions of Trust:

Wärtsilä Corporation, Vice Chairman of the Board;
Stora Enso Oyj, Board Member;
The Finnish Pension Alliance TELA, Vice Chairman of the Board;
Securities Market Association, Chairman of the Association's Board;
Federation of Finnish Financial Services, Board Member

  • Member of the Board of Directors of Sampo plc since 7 April 2004.
  • Vuoria holds 33,794 Sampo plc shares directly or through a controlled company.

Anne Brunila

Executive Vice President of Fortum Corporation

Born 1957

Positions of Trust:

Kone Corporation, Board Member;
The Research Institute of the Finnish Economy ETLA, Board Member;
Finnish Business and Policy Forum EVA, Board Member;
Aalto University Foundation, Board Member;
International Chamber of Commerce (ICC), Finland, Board Member;
Finnish Energy Industries, Board Member

  • Member of the Board of Directors of Sampo plc since 9 April 2003.
  • Brunila holds 7,287 Sampo plc shares directly or through a controlled company

Adine Grate Axén

Born 1961

Positions of Trust:

3 Scandinavia, Sweden, Advisor and Executive Board Member;
NASDAQ OMX, Sweden, Chairman of the Swedish Listing Committee;
Sobi (Swedish Orphan Biovitrum), Sweden, Board Member and Member of the Audit Committee;
Swedavia, Sweden, Board Member;
AP 7, Sweden, Vice Chairman of the Board

  • Member of the Board of Directors of Sampo plc since 14 April 2011.
  • Grate Axén holds 957 Sampo plc shares directly or through a controlled company.

Veli-Matti Mattila

President and CEO of Elisa Corporation

Born 1961

Positions of Trust:

The Finnish Fair Association, Member of the Supervisory Board;
Confederation of Finnish Industries EK, Member of Representative Assembly

  • Member of the Board of Directors of Sampo plc since 7 April 2009.
  • Mattila holds 3,123 Sampo plc shares directly or through a controlled company.

Eira Palin-Lehtinen

Born 1950

Positions of Trust:

Elisa Corporation, Board Member;
Sigrid Juselius Foundation, Deputy Board Member and Member of Finance Committee;
Nordea Funds (Nordea Alternative Investment, Nordea Funds of Funds, Nordea I Sicav), Luxembourg, Board Member;
Svenska konstsamfundet, Member of Investment Committee;
Sibelius Academy Foundation, Board Member;
The Finnish Foundation for Share Promotion (Pörssisäätiö), Board Member

  • Member of the Board of Directors of Sampo plc since 15 April 2008.
  • Palin-Lehtinen holds 5,308 Sampo plc shares directly or through a controlled company.

Jukka Pekkarinen

Director General, Ministry of Finance

Born 1947

Positions of Trust:

Incomes Policy Information Committee, Chairman;
Advisory Board to the Government Institute for Economic Research, Chairman of the Board

  • Member of the Board of Directors of Sampo plc since 5 April 2006.
  • Pekkarinen holds 7,322 Sampo plc shares directly or through a controlled company.

Christoffer Taxell

Born 1948

Positions of Trust:

Stiftelsen för Åbo Akademi, Chairman of the Board;
Stockmann plc, Chairman of the Board;
Föreningen Konstsamfundet, Chairman of the Board;
Society of Swedish Literature in Finland, Member of Investment Committee; Nordkalk Oy Ab, Board Member;
Luvata Oy, Board Member

  • Taxell was transferred to the Board of Directors of Sampo plc from the Supervisory Board on 1 January 1998.
  • Taxell holds 7,879 Sampo plc shares directly or through a controlled company

Following current Board members are independent of the company and its major shareholders: Adine Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen and Christoffer Taxell. In addition, Anne Brunila became independent of the company as of 1 November 2011.

Information as of 31 December 2011. The entire CVs of members of the Board of Directors can be viewed at www.sampo.com/board.

Tom Berglund

Professor, Svenska handelshögskolan

Born 1951

Member of the Board of Directors of Sampo plc from 25 May 2000 to 14 April 2011.

Corporate Governance Statement
Board of Directors' Duties