The Annual General Meeting annually decides on the remuneration of the members of the Board of Directors based on a proposal by the Shareholders’ Nomination Board. In accordance with the resolution of the Annual General Meeting 2024, the following remuneration is paid to the members of the Board of Directors for the term of office from 2024 to 2025:
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 will 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 is EUR 1,600. Travel expenses are reimbursed in accordance with Mandatum’s travel policy.
The annual remuneration set out above is paid as a combination of Mandatum plc shares and cash in such a way that approximately 40 per cent 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 is 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 of 2024 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.
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.
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 Policy for Governing Bodies and the remuneration principles applied by the company. More detailed information on the full-time Chair’s remuneration in 2023 is presented in the Remuneration Report for Governing Bodies.
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.
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.
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.
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.