Mandatum plc, Stock exchange release, 30 January 2025 at 5:30 p.m. EET
Proposals by Mandatum’s Shareholders’ Nomination Board to the Annual General Meeting 2025
Mandatum plc’s Shareholders' Nomination Board (the “Nomination Board”) has prepared the following proposals to the Annual General Meeting which is planned to be held on 15 May 2025 (the “AGM”).
Proposal for the composition of the Board of Directors
The Nomination Board proposes to the AGM that the number of members of the Board of Directors be eight (there are currently seven members).
The Nomination Board proposes that all current members Patrick Lapveteläinen (Chair), Jannica Fagerholm (Vice Chair), Johanna Lamminen, Jukka Ruuska, Kimmo Laaksonen, Markus Aho and Herman Korsgaard be re-elected as members of the Board.
The Nomination Board further proposes that Louise Sander is elected as a new member of the Board of Directors. Sander has an extensive background in financial services as she has, inter alia, worked as the CEO of Handelsbanken Liv (subsidiary of Svenska Handelsbanken AB (publ)) in 2013–2021 and served as a Board Member of Handelsbanken Liv in 2021–2024.
Furthermore, the 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.
Of the proposed Board members, all others have 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 except for Patrick Lapveteläinen, who has been determined to be independent of the company’s major shareholders, but not independent of the company due to his engagement as full-time Chair of the Board of the company, and Herman Korsgaard who 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 received by the company, holds more than 15 per cent of the company directly or through financial instruments.
The current members of Mandatum plc’s Board of Directors are presented on Mandatum’s website (www.mandatum.fi/en/group/governance/board-of-directors/). The new Board nominee Louise Sander’s CV is attached to this release. All Board members are required to 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 Nomination Board recommends that shareholders take a position on the proposal as a whole at the AGM. This recommendation is based on the fact that at Mandatum, in line with a good Nordic governance model, the 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 Nomination Board proposes to the AGM that it would decide on the following remunerations for the next term of the Board:
The Chair be paid annual remuneration of EUR 73,500 (2024: EUR 70,000, the Vice Chair and the Chairs of the Committees EUR 63,000 (2024: EUR 60,000), and other Board members EUR 49,500 (2024: 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 (2024: 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 (2024: 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 possibly 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 third quarter 2025 quarterly 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 website (www.mandatum.fi/en/group/governance/remuneration/remuneration-of-the-board-of-directors/).
Patrick Lapveteläinen, who acts as an expert member of the Nomination Board, 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.
The proposals of the Nomination Board will be included in the invitation to the AGM, which will be published later.
Additional information:
Risto Murto
Chair of the Shareholders’ Nomination Board
Tel. +358 10 244 3119
Laura Halmela
General Counsel
Tel. +358 50 363 1985
laura.halmela[a]mandatum.fi
Lotta Borgström
VP, Investor Relations
Tel. +358 50 022 1027
lotta.borgstrom[a]mandatum.fi
Mandatum in brief
Mandatum is a major financial services provider that combines expertise in wealth management and life insurance. Mandatum offers clients a wide array of services covering asset and wealth management, savings and investment, compensation and rewards as well as pension plans and personal risk insurance. Mandatum offers services to corporate, retail, institutional and wealth management clients. At the centre of Mandatum's success are highly skilled personnel, a strong brand as well as a proven investment track record.
mandatum.fi/en/group
Distribution:
Nasdaq Helsinki
Financial Supervisory Authority
The principal media
www.mandatum.fi
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