Sampo – AGM 2 june 2020
In general, Sampo is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.
Under ITEM 8 the board of directors seeks approval of the allocation of income and dividend. ECGS notes that the board of directors proposes to reduce the dividend per share from EUR 2.85 to EUR 1.50 (-47%). Although the proposed dividend is covered by EPS, in accordance with Sampo's (revised) dividend policy and the Company has a strong balance sheet for an insurance company with an equity (solvency) ratio of 23%, ECGS notes that, EIOPA, the regulatory authority for the insurance sector, has publicly urged restraints on dividend payments by insurers to shareholders given the Covid-19 pandemics. ECGS therefore does NOT approve of the proposed dividend and accordingly recommends to vote OPPOSE.
Under ITEM 10 the board of directors seeks approval of the Company's executive remuneration policy. ECGS notes that, following the entry into force of the EU Shareholders'Rights Directive (SRD II), this is the first time that Sampo puts its executive remuneration policy to a vote. ECGS has various concerns with regard to the Company's executive compensation and therefore recommends to vote OPPOSE.
Under ITEM 13 the (re-)election of the board of directors is proposed. In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.
Under ITEM 15 the audit committee proposes that authorized public accountant Ernst & Young AB will be (re-)elected as the Company's external auditor. Although the level of non-audit fees is in accordance with its guidelines, ECGS notes that the external auditor has been in office for 18 years and there is no disclosure to suggest that the current mandate has been tendered in the past. This is not in accordance with ECGS'guidelines, which recommend a term of maximum 20 years (10 + 10 years, if a tender is undertaken) in line with EU regulation. In view of the above, ECGS recommends to vote OPPOSE.
Finally, under ITEM 16, authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Co. is the parent company of a group engaged in the provision of insurance services and the marketing and sale of insurance policies such as worker's compensation insurance, personal accident insurance, motor vehicle insurance, motor third party liability insurance, fire and other property insurance; and cargo insurance.
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