Corporate Governance

At Varma’s Annual General Meeting, policyholders have about 78 per cent, the insured about 20 per cent, and the Sampo Group (the owner of the guarantee capital) about two per cent of the votes.

Varma’s Annual General Meeting was held on 20 March 2014. The Annual General Meeting approved the financial statements and discharged the Board of Directors, the Supervisory Board and the President and CEO from liability for the financial year 2013. In addition, Matti Rihko and Jorma Vehviläinen were elected as new members of the Supervisory Board.

Continuing as Supervisory Board members are: Tapio Kuula (Chairman), Martti Alakoski (Deputy Chairman), Juri Aaltonen, Berndt Brunow, Petri Castrén, Erkki Etola, Stig Gustavson, Tauno Heinola, Tapio Korpeinen, Päivi Kärkkäinen, Olli Luukkainen, Ilkka Nokelainen, Lauri Peltola, Hannu Penttilä, Juhani Pitkäkoski, Pertti Saarela, Kari Sairo, Mika Seitovirta, Saana Siekkinen, Jorma J. Takanen, Arja Talma, Leena Vainiomäki, Kari Virta, Anssi Vuorio, Satu Wrede and Göran Åberg.

Authorised Public Accountants Petri Kettunen and Paula Pasanen were elected as Varma’s auditors. Authorised Public Accountant Marcus Tötterman and Authorised Public Accountants KPMG Oy Ab were elected as deputy auditors.

In 2014, Varma’s Board of Directors was composed of Kari Jordan (Chairman), Jari Paasikivi (Deputy Chairman), Antti Palola (Deputy Chairman), Riku Aalto, Mikael Aro, Johanna Ikäheimo, Ari Kaperi, Lasse Laatunen, Petri Niemisvirta, Karsten Slotte, Kai Telanne and Veli-Matti Töyrylä, and deputy members Mikko Ketonen, Arto Kuusiola and Liisa Leino.

In its meeting on 2 December 2014, the Supervisory Board re-elected to the Board of Directors the following members, whose terms were expiring: Riku Aalto, Petri Niemisvirta and Kai Telanne. New members elected to the Board effective 1 January 2015 are Berndt Brunow, Jyri Luomakoski and Ilkka Oksala. Kari Jordan, Karsten Slotte and Lasse Laatunen resigned from the Board on 31 December 2014.

At its organising meeting on 21 January 2015, Varma’s Board of Directors elected Berndt Brunow as Chairman, and Jari Paasikivi and Antti Palola as Deputy Chairmen of the Board.

By decision of Varma’s Board of Directors in 2012, the company maintains an internal related party register, which includes the members of the Board of Directors, the President & CEO, and other members of the Executive Group. As of 1 January 2015, the register also covers members of the Supervisory Board. Significant trades and other transactions between Varma as a company and a registered related party must be approved by the Board of Directors before they are realised. Varma will also disclose these. No such transactions took place during the financial year.

Pursuant to the new regulations under the act on earnings-related pension companies, the memberships in the executive bodies of other entities of Varma’s staff making investment decisions were disclosed at the beginning of 2015. Corresponding information concerning the members of the Board of Directors, the President and CEO and members of the Executive Group has been included in Varma’s Corporate Governance Report, published since 2009. The holdings of listed shares of the President and CEO and members of the Executive Group have been disclosed on a quarterly basis on Varma’s website. Pursuant to the act on earnings-related pension companies, insider register information on the Board members will also be made public by the beginning of June 2015.

An up-to-date Corporate Governance Statement based on the recommendations of the Finnish Corporate Governance Code is presented on Varma’s website. Varma publishes quarterly interim reports. Varma aims at transparent financial reporting that conforms to best practices.