KONECRANES NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS
KONECRANES PLC STOCK EXCHANGE RELEASE February 4, 2009 at 8.30 a.m.
KONECRANES NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND
COMPENSATION OF THE BOARD OF DIRECTORS
PROPOSAL ON BOARD COMPOSITION
Konecranes's Nomination and Compensation Committee proposes to the Annual
General Meeting of Shareholders on March 12, 2009 the number of Board members be
eight.
The Committee proposes that following current Board members be re-elected as
members of the Konecranes Board of Directors for a term until the close of the
Annual General Meeting in 2010: Mr Svante Adde, Mr Kim Gran, Mr Stig Gustavson,
Mr Matti Kavetvuo, Ms Malin Persson and Mr Mikael Silvennoinen.
Of the current members of the Board Mr Björn Savén and Mr Timo Poranen have
announced that they will not be available for re-election.
The Committee proposes that Mr Tomas Billing and Mr Tapani Järvinen be elected
as new members of the Konecranes Board for the term until the close of the
Annual General Meeting in 2010.
Mr Tomas Billing is President of Nordstjernan AB, which is one of the larger
private investment companies in Sweden. One third of Nordstjernan's investments
are in Finland. Mr Billing holds a graduate degree in Business Administration
from Stockholm School of Economics. Mr Billing has an extensive working
experience in investment sector including President of Hufvudstaden AB, Sweden's
second largest listed real estate company and Director at the investment company
AB Custos, Sweden, where he was responsible for the investment in Hufvudstaden.
Mr Tapani Järvinen is the President and CEO of Outotec Oyj, which is a leading
global provider of process solutions, technologies and services for the mining
and metallurgical industries. He holds Lic.Sc. (Tech.) from Helsinki University
of Technology. Mr Järvinen has an extensive working experience from diverse top
management positions in Outokumpu including President and CEO of Outokumpu
Technology, Finland, Executive Vice President and Member of the Group Executive
Committee, Outokumpu Oyj, Finland and General Manager and CEO of Compañía Minera
Zaldívar, Chile.
The Committee's aim is to see to that the number of the directors and the
composition of the board shall make it possible for the board to discharge its
duties in an efficient manner. The composition shall take into account the needs
of the company operations and the development stage of the company. The
Committee as well as the entire Konecranes Board consider that Mr Tomas Billing
and Mr Tapani Järvinen meet the requirements of having versatile expertise and
experience that compliment the Konecranes Board.
CVs of the proposed Board members are attached.
All candidates have given their consent to the election.
With the exception of Mr Stig Gustavson, the candidates are deemed to be
independent of the company under the Finnish Corporate Governance Code. Mr
Gustavson is deemed dependent of the company based on the Board's overall
evaluation relating to his former and current positions in Konecranes combined
with his substantial shareholding in the Company.
All candidates are independent of significant shareholders of the company.
COMPENSATION OF THE BOARD OF DIRECTORS
The Nomination and Compensation Committee proposes that the remuneration payable
to the members of the Board to be elected at the Annual General Meeting for the
term until the close of the Annual General Meeting in 2010 be unchanged from
2008 as follows: Chairman of the Board EUR 100,000, Vice Chairman of the Board
EUR 64,000 and other Board Members EUR 40,000. The Committee proposes that
approximately 40 percent of the annual remuneration be paid in Konecranes's
shares purchased from the market. The remuneration may be paid also by
transferring company's own shares based on the authorisation given to the Board
of Directors. In case the purchase of shares cannot be carried out due to
reasons related to either the company or the Board member, the annual
remuneration shall be paid fully in cash. In addition, compensation of EUR 1,500
per meeting is proposed for attendance at Board committee meetings. No
remuneration will be paid for Board members employed by the Company. Travel
expenses of Board members are compensated for against receipt.
KONECRANES PLC
Sanna Päiväniemi
IR Manager
FURTHER INFORMATION
Sanna Päiväniemi, IR Manager, tel. +358 (0)20 427 2050
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Media
www.konecranes.com
ATTACHEMENT:
ADDITIONAL INFORMATION RELATING TO THE PROPOSAL BY THE NOMINATION AND
COMPENSATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS
Stig Gustavson b. 1945
Chairman of the Board
Dependent of the company
Independent of significant shareholders
M.Sc. (Eng.), Dr.Tech. (hon.)
Primary working experience
President and CEO of Konecranes Plc 1994-2005 and President of KONE Cranes
division 1988-1994. Holder of various executive positions at KONE Corporation
1982-1988, Sponsor Oy 1978-1982, RAY (Raha-Automaattiyhdistys) 1976-1978,
Wärtsilä Oy Ab 1970-1976
Other current key positions of trust
Chairman of the Boards of Handelsbanken Regional Bank Finland, Dynea Oy, Arcada
Foundation, Cramo Oyj, The Technology Academy Foundation; Vice-Chairman of the
Board of Oy Mercantile Ab; Member of the Board of Vaisala Oyj, Chairman of the
Supervisory Board of Tampere University of Technology; Member of the Supervisory
Board of Varma Mutual Pension Insurance Company
Shares 2,034,370
Svante Adde b. 1956
Board member since 2004 and member of the Audit Committee since 2004 and
Chairman since 2008
Independent of the company and significant shareholders
B.Sc. (Econ. and Business Administration)
Primary working experience
Managing Director, of Pöyry Capital, London 2007-; Managing Director of Compass
Advisers, London 2005-2007; Chief Financial Officer of Ahlstrom Corporation
2003-2005; Managing Director, Lazard London and Stockholm 2000-2003; Director of
Lazard London 1989-2000, Citibank 1979-1989
Shares 2,895
Kim Gran b. 1954
Board member since 2007 and member of Audit Committee since 2007
Independent of the company and significant shareholders
B.Sc. (Econ)
Primary working experience
President and CEO, Nokian Tyres plc since 2000; Vice President of Nokian Tyres,
Car and Van tyres 1995-2000
Other key positions of trust
Chairman of the Board of The Rubber Manufacturers' Association. Board member of
Nokian Tyres plc, Chemical Industry Federation of Finland (vice-chairman), YIT
Plc, Confederation of Finnish Industries (EK) and Finnish-Russian chamber of
Commerce (FRCC). Supervisory Board member of Ilmarinen.
Shares 1,979
Matti Kavetvuo b. 1944
Board member since 2001 and member of the Audit Committee since 2004.
Independent of the company and significant shareholders
M.Sc. (Eng.), B.Sc. (Econ.)
Primary working experience
CEO of Pohjola Group Plc 2000-2001; CEO of Valio Ltd 1992-1999; CEO of Orion
Corporation 1985-1991; President of Instrumentarium Corp. 1979-1984
Other key positions of trust
Chairman of the Boards of Orion Corporation 2004-, Metso Corporation 2003-,
Marimekko Corporation 2007-2008 (Member of the Board 1997-2008) and Suominen
Corporation 2002-2006 (Member of the Board 2001-2006)
Vice Chairman of the Boards of Alma Media Corporation 2005- (Member of the Board
2000-)and Kesko Corporation 2003-2006
Member of the Boards of Lassila&Tikanoja Plc 2008-, 1998-2001, 1984-1988, Perlos
Corporation 2003-2006, Lännen Tehtaat Plc 2003-2004, Finnlines Plc 2000-2002,
UPM-Kymmene Corporation 2000-2001
Corporation Member of the Finnish Association of Professional Board Members
Shares 2,895
Malin Persson b. 1968
Board member since 2005 and member of the Nomination and Compensation Committee
since 2005
Independent of the company and significant shareholders
M.Sc. (Eng.)
Primary working experience
President and CEO, Volvo Technology Corporation. Previously holder of various
positions including Vice President, Corporate Strategy and Business Development,
AB Volvo, Vice President, Business & Logistics Development, Volvo Logistics
Corp.
Other current key positions of trust
Chairman of the Council of Technology Management and Economics at the Chalmers
University of Technology; Member of the Boards of Hexpol AB, Volvo Trucks AB,
Volvo Technology Transfer AB and Universeum AB.
Shares 1,895
Mikael Silvennoinen b. 1956
Board member since 2008.
Independent of the company and significant shareholders
Master of Economics (Finance and Accounting)
Primary working experience:
President and CEO of Pohjola Bank Plc and a member of the Group's Executive
Board since 1997
Other current key positions of trust
Chairman of the Board of Pohjola Insurance Group Plc and a member of the
Steering Committee of Unico Banking Group
Shares: 679
Tomas Billing b. 1963
Graduate degree in Business Administration
Independent of the company and significant shareholders
Primary working experience:
President, Nordstjernan AB 1999- ; President, Hufvudstaden AB 1997 - 1999;
Director, AB Custos 1996 - 1997; President,Monark Bodyguard (subsidiary to
Monark Stiga) 1994 - 1996; Investment Manager and member of the Group Executive
Committee, Proventus AB 1989 - 1994; Fixed Income Salesman, Salomon Brothers
International Ltd, 1987 - 1989
Other current key positions of trust:
Chairman of NCC AB, Nordstjernan Industriutveckling AB, Välinge Flooring
Technology AB. Board member of Etac AB.
Shares: -
Tapani Järvinen b. 1946
Lic. Sc. (Tech.)
Independent of the company and significant shareholders
Primary working experience:
President and CEO of Outotec Oyj. Prior to this he has held diverse top
management positions in Outokumpu including President and CEO of Outokumpu
Technology, Finland, Executive Vice President and Member of the Group Executive
Committee, Outokumpu Oyj, Finland and General Manager and CEO of Compañía Minera
Zaldívar, Chile.
Other current key positions of trust:
Member of the Board of Okmetic Oyj, Normet Oyj and Association of Finnish Steel
and Metal Producers. Chairman of the Cleantech Finland Business Forum.
Shares: -
