Annual General Meeting
The Annual General Meeting of 12 April 2012 decided to distribute a dividend of EUR 1.20 per share for 2011. The record date for dividend payment was 17 April 2012. The dividend was paid on 24 April 2012. The Annual General Meeting adopted the financial accounts for 2011 and discharged the Board of Directors and the Group CEO and President from liability for the financial year.
The number of members of the Board was increased with one to nine members. The following members were re-elected to the Board of Directors: Anne Brunila, Adine Grate Axén, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen, Christoffer Taxell, Matti Vuoria and Björn Wahlroos. Per Arthur Sørlie was elected as a new Board member.
At its organizational meeting, the Board elected Björn Wahlroos as Chairman and Matti Vuoria as Vice Chairman. The following members were elected to the Nomination and Compensation Committee: Veli-Matti Mattila, Eira Palin-Lehtinen, Christoffer Taxell, Matti Vuoria, and Björn Wahlroos (Chairman). Anne Brunila (Chairman), Adine Grate Axén, Jukka Pekkarinen and Per Arthur Sørlie were elected to the Audit Committee.
Adine Grate Axén, Anne Brunila, Veli-Matti Mattila, Eira Palin-Lehtinen, Jukka Pekkarinen, Per Arthur Sørlie and Christoffer Taxell are independent of the company and its major shareholders. In addition, Björn Wahlroos became independent of the company as of 1 July 2012.
The Annual General Meeting decided to pay the following fees to the members of the Board of Directors until the close of the 2013 Annual General Meeting: the Chairman of the Board will be paid EUR 160,000 per year, the Vice Chairman EUR 100,000 per year and the other members EUR 80,000 per year. In addition potential statutory social and pension costs incurring to non-Finnish members according to applicable national legislations will be borne by Sampo plc. After deduction of taxes and similar payments, approximately 50 per cent of the Board members' annual compensation will be paid in Sampo A shares and the rest in cash.
Ernst & Young Oy was elected as Auditor. Heikki Ilkka, APA, was re-elected as the principally responsible auditor.