Duties of the Board of Directors

The task of the Board of Directors is to see to Varma’s administration and the appropriate organisation of its operations. Under the Finnish Employee Pension Insurance Companies Act, the Board of Directors must also draw up an investment plan on the investment of the company’s assets.

The Board of Directors appoints and dismisses the President and CEO. In addition, the Company may have a Deputy to the President and CEO, appointed by the Board of Directors. The Board of Directors may also appoint other executives.

The Board of Directors appoints the Actuary and Senior Physician for the Company.

Under the Finnish Employee Pension Insurance Companies Act, electing members to the Board of Directors is the responsibility of the Supervisory Board. The Board of Directors has 12 members and three deputy members. Under the Articles of Association the election procedure is as follows:

• three members and one deputy member are elected from among the persons put forward by Election Committee members representing the main employers’ central organisations,
• three members and one deputy member are elected from among the persons put forward by Election Committee members representing the main employees’ central organisations,
• six members and one deputy member are elected on the basis of a joint proposal made by the Election Committee.

The terms of four members of the Board of Directors expire each year.

The Board of Directors elects its Chairman and Deputy Chairmen from among its members. Under the Finnish Employee Pension Insurance Companies Act, one of them must be elected on the proposal of the Election Committee members representing the insured.

The composition of the Board of Directors in 2013 is presented in the Board of Directors section and information about their remuneration in the Salary and Remuneration Statement section.

There are no members of Varma’s Executive Group in the Board of Directors. None of the Board members had an employment relationship with or held a position at Varma in 2013 or in the two years prior to that nor do any of them receive compensation from Varma for services rendered or other advice not connected with the duties of the Board.

In 2013 Varma’s CEO Matti Vuoria served as Vice Chairman of the Board of Sampo Plc. Members of the executive management of Sampo Plc served on Varma’s Board of Directors. This link established the relationship referred to in Recommendation 15 of the Finnish Corporate Governance Code.