Other remuneration information
Information on the remuneration of the Board of Directors, the Group CEO and the Group Executive Committee (excluding the Group CEO).
In the preparation of a proposal to the Annual General Meeting on the remuneration of the members of the Board, the Nomination and Remuneration Committee of the Board of Directors takes into consideration the remuneration development in relevant markets and peer companies in addition to the Sampo Group Remuneration Principles and Sampo plc´s Remuneration Policy for Governing Bodies.
In accordance with the decision of the Annual General Meeting, the members of the Board are paid the following fees until the close of the next Annual General Meeting:
- EUR 235,000 for the Chair of the Board (previously EUR 228,000)
- EUR 135,000 for the Vice Chair of the Board (previously EUR 131,000)
- EUR 104,000 for each member of the Board (previously EUR 101,000)
- EUR 29,000 for the Chair of the Audit Committee as an additional annual fee (previously EUR 28,000)
- EUR 6,600 for each member of the Audit Committee as an additional annual fee (previously EUR 6,400).
A Board member shall, in accordance with the resolution of the Annual General Meeting, acquire Sampo plc A shares at the price paid in public trading for 50 per cent of his/her annual fee after the deduction of taxes, payments and potential statutory social and pension costs. Notwithstanding this, a Board member is not required to purchase any additional Sampo plc A shares if the Board member owns such amount of said shares that their value is equivalent to twice the respective Board member’s gross annual fee. The Company will pay any possible transfer tax related to the acquisition of the shares.
A Board member shall be obliged to retain the Sampo plc A shares purchased pursuant to this proposal under his/her ownership for two years from the purchasing date. The disposal restriction on the Sampo shares shall, however, be removed earlier in case the director’s Board membership ends prior to the release of the restricted shares i.e. the shares will be released simultaneously when the term of the Board membership ends. If the director’s Board membership ends prior to the close of the next Annual General Meeting, the annual fees paid to such Board member may be recovered in proportion to the term of the Board membership left unserved.
The Board members do not receive separate meeting fees. Potential statutory social and pension costs incurring to the Board members having permanent residence outside Finland are, according to applicable national legislation, borne by Sampo. In addition, actual travel and accommodation costs incurring to a Board member are reimbursed. No other financial benefits are paid to the members of the Board.
The members of the Board are not in an employment or service relationship with Sampo or any other Sampo Group company and are not covered by any employment-related remuneration systems. The members of the Board do not participate in Sampo's incentive schemes.
Forms of remuneration
The Group CEO Torbjörn Magnusson started in the position on 1 January 2020.
The remuneration of the Group CEO is reviewed annually and is based on the Sampo Group Remuneration Principles and Sampo plc´s Remuneration Policy for Governing Bodies. The remuneration includes fixed compensation, other benefits, and supplementary pension, and it may also include payments from short-term incentive programs and long-term incentive schemes. Below is an overview of the remuneration of the Group CEO. For full details on the 2023 remuneration of the Group CEO, see the Remuneration Report for Governing Bodies 2023.
The group CEO is a Swedish resident and his remuneration, except for the long-term incentives, is settled in Swedish krona.
Fixed salary
The annual base salary of the Group CEO amounted to EUR 932,013 (SEK 10,694,382) in 2023. The annual salary review was conducted in December 2023 and resulted in a new annual base salary of EUR 978,614 (SEK 11,229,102), effective 1 January 2024.
Other benefits
The Group CEO’s other benefits include lunch benefit, health insurance and compensation for an annual travel pass for flights between Stockholm and Helsinki.
Short-term incentives
The Board of Directors decides on one-year short-term incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group CEO participates in a one-year short-term incentive program, where the payout is triggered by an underlying performance criterion (during 2023, insurance service result per share) and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and subsidiaries. The maximum amount that can be paid to the Group CEO from the 2023 program corresponds to nine months' fixed salary. In the 2024 short-term incentive program, the maximum amount will correspond to 12 months’ fixed salary. Part of the payout shall be deferred for at least three years as required in the regulatory framework applicable to Sampo.
Group CEO Torbjörn Magnusson's STI targets, 2023
| Description of the performance criteria |
Relative weighting | Measured performance | Achievement* | STI Outcome** | |
| Sampo Group | Sampo Group combined ratio | 12.5% | 84.6% | 0% | EUR 0 (SEK 0) |
| Insurance dividend per share | 12.5% | Increase EUR 0.10 |
100% | EUR 87,376 (SEK 1,002,598) |
|
| Other synergy/value-creating development projects and activities | 20% | Partly completed | 50% | EUR 69,901 (SEK 802,079) |
|
| Subsidiaries | Value-creating Mandatum strategy | 10% | Successfully completed | 100% | EUR 69,901 (SEK 802,079) |
| If P&C combined ratio | 10% | 83.1% | 0% | EUR 0 (SEK 0) |
|
| If P&C gross written premium growth | 15% | 6.7% | 100% | EUR 104,851 (SEK 1,203,118) |
|
| Hastings operating ratio | 10% | 89.8% | 0% | EUR 0 (SEK 0) |
|
| Sustainability | Commitment to the Science Based Target initiative (SBTi) and start developing science-based climate targets | 10% | Successfully completed |
100% | EUR 69,901 (SEK 802,079) |
| Total | 100% | 57.5% | EUR 401,931 (SEK 4,611,952) |
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| Paid in 2024 | EUR 241,158 (SEK 2,767,171) |
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| Deferred | EUR 160,772 (SEK 1,844,781) |
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* As percentage of maximum.
** The performance period of the STI programs is the financial year, i.e., from 1 January to 31 December. The performance is assessed after the end of the performance period, in spring the following year. According to the regulatory framework applicable to Sampo plc, 60 per cent of STI is paid out after the assessment of performance and 40 per cent is deferred for three years.
Long-term incentives
The Board of Directors decides on multiannual long-term incentive schemes including pay-outs and releases.
The Group CEO participates in the long-term incentive scheme 2024 for Sampo Group’s key employees. The Group CEO has been allocated 37,909 performance incentive units with a value equivalent to 150% of his annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-37,909 and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2024 scheme, the Group CEO is obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The Group CEO participates in the long-term incentive scheme 2020:1 for Sampo Group's key employees, where the outcome of the scheme is linked to the company’s total shareholder return, i.e. including both share price development and dividends paid over each instalment’s performance period, and performance criteria related to the return on capital at risk (RoCaR) applicable for each instalment. The scheme is divided into three instalments of 30 per cent, 35 per cent, and 35 per cent respectively. The Group CEO has been allocated 350,000 incentive units in the 2020:1 scheme. At pay-out from the 2020:1 scheme, the Group CEO is obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
Pension
In addition to Swedish statutory pension, where the pensionable income is limited to 7.5 income base amounts, the Group CEO is entitled to a supplementary defined contribution pension. The premium corresponds to 38 per cent of the fixed annual salary and 25 per cent of the annual paid short-term incentive. Starting from 2023, the Group CEO is in addition entitled to a defined contribution plan with a fixed annual premium of EUR 200,000 (SEK 2,300,000), paid during the service relationship and up until retirement. The retirement age is 65.
Termination of service relationship
The notice period for terminating the service contract of the Group CEO is 12 months for the company, and Magnusson is entitled to salary during the notice period. In addition, Magnusson is entitled to a severance compensation corresponding to a maximum of 24 months’ fixed salary should i) Sampo plc terminate his service contract or ii) the Group CEO terminate the contract based on either material breach of the contract from the Company’s part, or based on material changes in the Group CEO’s responsibilities due to significant changes in Sampo Group structure or ownership. The maximum amount of severance pay is based on the terms applied in his previous position as the CEO of If P&C Insurance Holding Ltd.
Decision-making procedure concerning remuneration
The Board of Directors elects and releases the Group Executive Committee members. The Board of Directors decides, based on the proposal by the Nomination and Remuneration Committee, on the remuneration and other terms of employment or service contract of the Group Executive Committee members as well as the principles by which the Group Executive Committee members are to be compensated. The Board of Directors has authorized the Nomination and Remuneration Committee to decide on the fixed remuneration of the Group Executive Committee members, excluding the Group CEO. The Group CEO makes proposals on the remuneration of the Group Executive Committee members, excluding himself, to the Nomination and Remuneration Committee.
Forms of remuneration
The remuneration of the Group Executive Committee members is reviewed annually and is based on the Sampo Group Remuneration Principles. The remuneration includes fixed compensation, other benefits and a supplementary defined contribution or defined benefit pension contract and may also include payments from short-term incentive programs and long-term incentive schemes.
Fixed compensation
Based on the decision by the Nomination and Remuneration Committee, the fixed salary of the Group Executive Committee members, excluding the Group CEO, was on average increased by 4.2 per cent with effect from 1 January 2023. On 1 January 2024, salary increases averaging 4.75 per cent took effect.
Other benefits
Based on the employment or service contracts of the Group Executive Committee members, the other benefits may include e.g. phone benefit, lunch benefit, car benefit, and supplementary insurances.
Short-term incentives
The Sampo Group companies' Boards of Directors decide on one-year company-specific short-term incentive programs separately each year and on cash pay-outs from the programs in the following year. The Group Executive Committee members participate in a one-year short-term incentive program, where the payout is triggered by an underlying performance criterion (during 2023, insurance service result per share) and the outcome is determined on the basis of key financial and non-financial performance criteria related to Sampo Group and subsidiaries. The maximum amount that can be paid to the Group Executive Committee members from the programs corresponds to nine months' fixed salary. In the 2024 short-term incentive program, the maximum amount will correspond to 12 months’ fixed salary. Part of the payout shall be deferred for at least three years as required in the regulatory framework applicable to each Sampo Group company.
Long-term Incentives
The Board of Directors decides on multiannual long-term incentive schemes including pay-outs and releases.
The Group Executive Committee members participate in the long-term incentive scheme 2024 for Sampo Group’s key employees. The Group Executive Committee members (excluding the Group CEO) have been allocated 96,117 performance incentive units in total, with each member receiving performance incentive units with a value equivalent to 150% of his or her annual base salary at the time of allocation. The number of performance incentive units that will vest ranges from 0-96,117 in total and is dependent on performance criteria related to the development of the total shareholder return, operational performance, and sustainability. In addition, the performance incentive units are subject to Sampo A share price movements over the performance period. The scheme has a three-year performance period and at pay-out from the 2024 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of the pay-out after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The Group Executive Committee members participate in the long-term incentive scheme 2020:1 for Sampo Group's key employees, where the outcome is linked to the company’s total shareholder return, i.e. including both share price development and dividends paid over each instalment’s performance period and performance criteria related to the return on capital at risk (RoCaR) applicable for each instalment. The scheme is divided into three instalments of 30 per cent, 35 per cent, and 35 per cent respectively. The Group Executive Committee members have been allocated 680,000 incentive units in the 2020:1 scheme (excluding Group CEO). At pay-out from the 2020:1 scheme, the Group Executive Committee members are obliged to purchase Sampo A shares with 50 per cent of each instalment after deducting income tax and other comparable charges. The shares are subject to disposal restrictions for three years, after which the Board of Directors shall decide on the possible release.
The remuneration and other financial benefits paid to the Group Executive Committee members, excluding the Group CEO*
| Remuneration element | 2023 (EUR) |
2022 (EUR) |
| Fixed compensation, including holiday pay | 2,308,594 | 2,884,601 |
| Other benefits | 70,337 | 50,844 |
| Paid short-term incentives pertaining to previous year** | 917,421 | 973,621 |
| Release of deferred short-term incentives after a three-year deferral period | 528,004 | 510,328 |
| Long-term incentives*** | 4,447,260 | 6,143,921 |
| Total | 8,271,616 | 10,563,315 |
| Remuneration from undertakings belonging to the same group | 331,555 | 370,013 |
| Supplementary pension | 1,195,137 | 982,622 |
*Including remuneration paid to the former Group Executive Committee members, whose remuneration was based on the Group Executive Committee membership.
**Excluding short-term incentives deferred during the respective year. The short-term incentives deferred in 2023 amounted to EUR 607,926 and may be paid out earliest in 2026. The short-term incentives deferred in 2022 amounted to EUR 645,534 and may be paid out earliest in 2025.
***Including share purchases under the terms of the long-term incentive schemes.
The number of Sampo A shares acquired by the Group Executive Committee members, excluding the Group CEO, under the terms of the long-term incentive schemes
| Position | No. of acquired Sampo A shares 2023* |
No. of acquired Sampo A shares 2022 |
| Group Executive Committee, excluding Group CEO | 26,079 | 30,610 |
*Subject to disposal restriction until 2026.
Pension
In addition to the statutory pension schemes in the country of residence, the Group Executive Committee members are entitled to supplementary defined contribution pension schemes. The Finnish Group Executive Committee member is entitled to a defined contribution pension with a fixed annual payment. The supplementary pension starts at the lowest statutory pension age and ends latest at the age of 75.
The Swedish Group Executive Committee members are entitled to a defined contribution pension. The premium is either calculated according to FTP1 or corresponds to 38 per cent of the fixed annual salary and 25 per cent of the annual paid short-term incentive. The retirement age is typically 65.
The Norwegian Group Executive Committee members are entitled to a defined contribution pension. For the pensionable salary up to 7.1 G (G = National Insurance basic amount) the premium is 7 per cent and for the pensionable salary between 7.1 and 12 G the premium is 25.1 per cent. The Norwegian pension legislation allows for a flexible retirement age between 62 and 75. For the pensionable salary exceeding 12 G, the Norwegian Group Executive Committee members are covered by a defined contribution pension scheme, which entitles to a temporary pension between the age of 67 and 82 and where the premium is 24 per cent.
Termination of employment or service relationship
The notice period for terminating the employment or service contracts of the Group Executive Committee members is six months if the notice of termination is given by the member. If the notice of termination is given by the employer, the notice period is either six or twelve months. The Group Executive Committee members are entitled to receive salary during the notice period.
In addition, under the terms of the employment or service contracts, part of the Group Executive Committee members may be entitled to severance compensation, provided that the employment or service contract is terminated by the employer. The severance compensation may be between 12 and 24 months' fixed salary depending on the terms of the employment or service contracts. Furthermore, based on the employment or service contracts, part of the Group Executive Committee members may be entitled to compensation during a non-competition period.
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