Mandatum plc: Composition of Mandatum’s Shareholders’ Nomination Board and its proposals to the Annual General Meeting 2024
Mandatum Plc, Stock exchange release, 26 February 2024 at 5.00 p.m. EET
Composition of the Shareholders' Nomination Board
Petter Söderström, former Chair of the Shareholders’ Nomination Board, announced his resignation from his position as the Chair of the Nomination Board on 15 February 2024 after Solidium Oy had sold all its shares in Mandatum plc. In its meeting on 26 February 2024, the Shareholders’ Nomination Board elected Risto Murto as the new Chair from among its members. In addition, the Nomination Board decided that, for the time being, no new member will be appointed to fill the seat that has become vacant prematurely due to Söderström's resignation.
Composition of Mandatum plc’s Nomination Board:
- Risto Murto, President and CEO, Varma Mutual Pension Insurance Company (appointed by Varma Mutual Pension Insurance Company)
- Herman Korsgaard, Principal, Altor Equity Partners AS (appointed by Altor Invest 8 AS)
- Patrick Lapveteläinen, Chair of the Board of Directors of Mandatum plc, acts, as an expert member, as the third member of the Nomination Board
Shareholders’ right to appoint their representatives in the Shareholders' Nomination Board was based on the shareholder register of 31 October 2023.
Proposals by the Shareholders’ Nomination Board to the Annual General Meeting 2024
Proposal for the composition of the Board of Directors
The Shareholders’ Nomination Board of Mandatum plc proposes to the Annual General Meeting in 2024 that the number of members of the Board of Directors be seven (there are currently six members).
The Nomination Board proposes that all current members Patrick Lapveteläinen (Chair), Jannica Fagerholm (Vice Chair), Johanna Lamminen, Jukka Ruuska, Kimmo Laaksonen and Markus Aho be re-elected as members of the Board. The Nomination Board further proposes that Herman Korsgaard is elected as a new member of the Board of Directors.
The Shareholders’ Nomination Board proposes that the Board of Directors elects from among themselves Patrick Lapveteläinen as the Chair of the Board and Jannica Fagerholm as the Vice Chair.
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. Herman Korsgaard has been determined to be independent of the company, but not independent of the company’s major shareholders, as Korsgaard acts as the Chair of the Board of Altor Invest 8 AS, which, based on the flagging notification published on 15 February 2024, holds more than 15 per cent of the company's shares and votes, directly or through financial instruments. The physical settlement option of the said financial instrument is conditional upon Altor Invest 8 AS obtaining requisite owner control clearances. All the other proposed Board members are considered independent of the company and of its major shareholders.
The current members of Mandatum plc’s Board of Directors are presented on Mandatum’s website (https://www.mandatum.fi/en/group/governance/board-of-directors/). The new Board nominee Herman Korsgaard’s CV is attached to this release. Prior to assuming the duties of a Board member of Mandatum plc, each such person must fulfil the Fitness & Propriety requirements set by the Finnish Financial Supervisory Authority.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Mandatum, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company, and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
Proposal for the remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting 2024 that it would decide on the following remunerations for the next term of the Board:
The Chair be paid annual remuneration of EUR 70,000, the Vice Chair and the Chairs of the Committees EUR 60,000, and other Board members EUR 47,000. Potential chairing of a Committee does not affect the amount of annual remuneration paid to the Chair or Vice Chair of the Board of Directors. In addition, a meeting fee of EUR 800 per meeting of the Board and of a Committee would be paid. However, if a Board member is physically present at a Board or Committee meeting that is held in a country other than his/her permanent home country, then the meeting fee would be EUR 1,600. Travel expenses would be reimbursed in accordance with Mandatum’s travel policy.
The annual remuneration set out above would be paid as a combination of Mandatum plc shares and cash in such a way that approximately 40% of the amount of the remuneration is payable in company shares and the remainder in cash. The shares will be acquired in public trading, or the company may transfer treasury shares held by it, on behalf and in the name of the Board members. The company would be responsible for the costs and transfer tax related to the acquisition of shares. The shares will be acquired on behalf and in the name of the Board members on the business day following the publication of the half-year financial report or at the first time possible under applicable legislation. A Board member may not dispose of the shares received in this way until two years have passed from the date of receipt or until the member’s tenure with the Board has ended, whichever is earlier.
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 is presented on the company’s web site (https://www.mandatum.fi/en/group/governance/remuneration/remuneration-of-the-board-of-directors/).
Patrick Lapveteläinen did not take part in the decision-making neither on the remuneration to be paid to the Board of Directors nor on the proposal for the Chair and Vice Chair of the Board. Herman Korsgaard did not take part in the decision-making on the remuneration to be paid to the Board of Directors.
The proposals of the Nomination Board will be included in the invitation to the Annual General Meeting, which is estimated to be published on 20 March 2024.
Additional information
Risto Murto
Chair of the Shareholders’ Nomination Board
Tel. +358 10 2440
Timo Vuokila
General Counsel
Tel. +358 40 535 9299
[email protected]
Lotta Borgström
VP, Investor Relations
Tel. +358 50 022 1027
[email protected]
Mandatum in brief
Mandatum is a major financial services provider that combines expertise in wealth management and life insurance. Mandatum offers customers a wide array of services covering asset and wealth management, savings and investment, compensation and rewards, pension plans and personal risk insurance. Mandatum offers services to corporate customers, retail customers as well as institutional and wealth management customers. At the center of Mandatum's success are highly skilled personnel, strong brand, and investment track record. mandatum.fi/en/group
Distribution:
Nasdaq Helsinki
Financial Supervisory Authority
The principal media
www.mandatum.fi/en