KONECRANES PLC - KONECRANES PLC’S NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORS
PROPOSAL ON BOARD COMPOSITION
Konecranes Plc’s Nomination and Compensation Committee proposes to the Annual General Meeting of Shareholders on March 26, 2015 the number of Board members be eight (8).
The Committee proposes that the 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 2016: Mr. Svante Adde, Mr. Stig Gustavson, Mr. Matti Kavetvuo, Ms. Nina Kopola, Mr. Bertel Langenskiöld, and Ms. Malin Persson.
Of the current members of the Board Mr. Tapani Järvinen and Mr. Mikael Silvennoinen have announced that they will not be available for re-election.
The Committee proposes that Mr. Ole Johansson and Mr. Christoph Vitzthum be elected as new members of the Board for the same term.
B.Sc. (Econ.) Ole Johansson, b. 1951, joined Wärtsilä Corporation in 1975 and held various positions in Finland, USA, France and Switzerland including those of Vice President, Wärtsilä Diesel Inc. and Wärtsilä Diesel Group and Group EVP & CFO and President of Wärtsilä NSD. Mr. Johansson was appointed President & CEO of the Wärtsilä Corporation in 2000 and retired from that position in 2011. Mr. Johansson is the Chairman of the Board of eQ Plc and Aker Arctic Technology Inc, Vice-chairman of the Board of Hartwall Capital Oy Ab and Member of the Board of Svenska Handelsbanken AB.
M.Sc. (Econ.) Christoph Vitzthum, b. 1969, has been the President & CEO of the Fazer Group since 2013. Previously, Mr. Vitzthum held various positions at Wärtsilä Corporation from 1995 including those of EVP & President Services, EVP & President Power Plants and President Propulsion. He is a Member of the Board of NCC AB and Oras Invest Ltd.
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’s operations and the development stage of the company.
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 Board members are deemed to be independent of the company under the Finnish Corporate Governance Code. Mr. Gustavson is not deemed independent of the company based on the Board’s overall evaluation relating to his former and current positions in Konecranes, combined with his substantial voting rights in the company.
With the exception of Mr. Bertel Langenskiöld and Mr. Ole Johansson, the Board members are independent of significant shareholders of the company. Mr. Langenskiöld is not deemed independent of significant shareholders of the company based on his current position as the Managing Director of Hartwall Capital Oy Ab. Mr. Johansson is not deemed independent of significant shareholders of the company based on his current position as the Member of the Board of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10 percent of Konecranes Plc’s shares and votes. HTT KCR Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in practice co-operate in matters concerning their ownership in Konecranes Plc.
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 2016 be unchanged from 2014 as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR 67,000, and other Board members EUR 42,000. The Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares purchased on the market on behalf of the Board members. The remuneration may also be paid by transferring treasury shares based on the authorization given to the Board of Directors by the General Meeting. In case such purchase of shares cannot be carried out due to reasons related to either the company or a Board member, the annual remuneration shall be paid entirely in cash. In addition, the Chairman of the Board, the Vice Chairman of the Board, and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. The Chairman of the Audit Committee is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. No remuneration will be paid to Board members employed by the company. Travel expenses will be compensated against receipt.
KONECRANES PLC
Miikka Kinnunen
Director, Investor Relations
FURTHER INFORMATION
Miikka Kinnunen, Director, Investor Relations tel. +358 (0)20 427 2050
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity-enhancing lifting solutions as well as services for lifting equipment and machine tools of all makes. In 2013, Group sales totaled EUR 2,100 million. The Group has 12,000 employees at 600 locations in 48 countries. Konecranes is listed on the Nasdaq Helsinki (symbol: KCR1V).
DISTRIBUTION
NASDAQ Helsinki
Media
www.konecranes.com
ATTACHMENT:
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 since 2005. Board Member since 1994 and Member of the Nomination and Compensation Committee since 2006.
M.Sc. (Eng.), Dr.Tech. (hon.)
Principal occupation: Board professional
Primary working experience: KCI Konecranes Plc 1994 – 2005: President and CEO; KONE Cranes division 1988 – 1994: President; KONE Corporation 1982 – 1988: holder of various executive positions and prior to 1982: holder of various executive positions in major Finnish corporations
Current key positions of trust: Ahlström Capital Oy: Chairman of the Board; Handelsbanken Regional Bank Finland: Chairman of the Board; Technology Academy Foundation: Chairman of the Board; Å&R Carton AB: Chairman of the Board; Dynea Oy: Board Member; Oy Mercantile Ab: Board Member; Outokumpu Plc: Board Member; IK Investment Partners: Senior Regional Advisor; Mutual Pension Insurance Company Varma: Member of the Supervisory Board
Stig Gustavson is deemed to be dependent of the company based on the Board’s overall evaluation relating to his former and current positions in Konecranes combined with his substantial voting rights in the company. He is independent of any significant shareholder.
Shares: 6,430
* Konecranes Plc has on December 28, 2011 received information according to which the Chairman of the company’s Board of Directors, Mr Stig Gustavson has donated all of the shares he at that time owned in Konecranes Plc to his near relatives retaining himself for life the voting rights and right to dividend attached to the donated shares. The donation encompassed in total 2,069,778 shares which corresponds to approximately 3.27 percent of all of the company’s shares and voting rights.
Svante Adde
b. 1956
Board Member since 2004, Member of the Audit Committee since 2004 and Chairman of the Audit Committee since 2008.
B.Sc. (Econ. and Business Administration)
Principal occupation: Senior Adviser, Lincoln International, board professional
Primary working experience: Pöyry Capital Limited, London 2007 – 2013: Managing Director; Compass Advisers, London 2005 – 2007: Managing Director; Ahlstrom Corporation 2003 – 2005: Chief Financial Officer; Lazard London and Stockholm 2000 – 2003: Managing Director; Lazard London 1989 – 2000: Director; Citibank 1979 – 1989: Director
Current key positions of trust: Lantmännen Agroenergi AB: Chairman of the Board; Cambium Global Timberlands Ltd: Board Member
Meetoo AB: Board Member; Rörvik Timber AB: Board Member;
Independent of the company and its significant shareholders.
Shares: 7,682
Ole Johansson
b. 1951
B.Sc. (Econ.)
Principal occupation: board professional
Primary working experience: Wärtsilä Corporation 2000 - 2011: President & CEO; Wärtsilä NSD Oy 1998 – 2000: President & CEO; Wärtsilä Corporation 1975 - 1998: Vice President, Wartsilä Diesel Inc. and Wärtsilä Diesel Group; various positions in Finland, USA, France and Switzerland
Current key positions of trust: EQ Plc: Chairman of the Board; Aker Arctic Technology Inc., Chairman of the Board; Hartwall Capital Oy Ab: Vice-chairman of the Board; Svenska Handelsbanken AB: Board Member
Ole Johansson is independent of the company. He is deemed to be dependent of significant shareholders of the company based on his current position as the Member of the Board of Directors of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10 percent of Konecranes Plc’s shares and votes. HTT KCR Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in practice co-operate in matters concerning their ownership in Konecranes Plc.
Shares: -
Bertel Langenskiöld
b. 1950
Board Member since 2012 and Chairman of the Nomination and Compensation Committee since 2012.
M.Sc. (Eng.)
Principal occupation: Managing Director, Hartwall Capital Oy Ab
Primary working experience: Metso Paper and Fiber Technology 2009 - 2011: President; Metso Paper 2007 - 2008: President; Metso Paper's Fiber Business Line 2006 - 2007: President; Metso Minerals 2003 - 2006: President; Fiskars Corporation 2001 - 2003: President and CEO; Tampella Power/Kvaerner Pulping, Power Division 1994 - 2000: President
Current key positions of trust: Inkerman International AB: Board Member; Kährs AB: Board Member; Oy: Board Member
Bertel Langenskiöld is independent of the company. He is deemed to be dependent of significant shareholders of the company based on his current position as the Managing Director of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10 percent of Konecranes Plc’s shares and votes. HTT KCR Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in practice co-operate in matters concerning their ownership in Konecranes Plc.
Shares: 2,571
Matti Kavetvuo
b. 1944
Board Member since 2001. Chairman of the Nomination and Compensation Committee 2009 – 2011 and Member since 2012.
Member of the Audit Committee 2004 - 2008.
M.Sc. (Eng.), B.Sc. (Econ.)
Principal occupation: Board professional
Primary working experience: Pohjola Group Plc 2000 - 2001: President and CEO; Valio Ltd 1992 - 1999: President and CEO; Orion Corporation 1985 - 1991: President and CEO; Instrumentarium Corp. 1979 - 1984: President
Current key positions of trust: no current key positions of trust
Independent of the company and its significant shareholders.
Shares: 11,661
Nina Kopola
b. 1960
Board Member since 2011 and Member of the Nomination and Compensation Committee since 2011.
M.Sc. (Chemical Engl.), Lic. Sc. (Tech.)
Principal occupation: President and CEO, Suominen Corporation
Primary working experience: Dynea Oy 2008 – 2011: Executive Vice President, President Europe; Dynea Oy 2006 – 2008: Executive Vice President, Global Market Applications; Dynea Oy 2005 – 2006: Group Vice President, Marketing; Dynea Oy 2000-2005: Various management positions in Marketing, Controlling and Business Analysis
Current key positions of trust: Metso Plc: Board Member; Finnish Plastics Industries Federation: Board Member
Independent of the company and its significant shareholders.
Shares: 3,287
Malin Persson
b. 1968
Board Member since 2005 and Member of the Audit Committee since 2012. Member of the Nomination and Compensation Committee 2005 - 2011.
M.Sc. (Eng.)
Principal occupation:CEO and owner, Accuracy AB
Primary working experience: Volvo Group: Holder of various executive positions including: Volvo Technology Corporation: President and CEO; AB Volvo: Vice President, Corporate Strategy and Business Development; Volvo Transport Corporation: Vice President, Business & Logistics Development
Current key positions of trust: Ahlström Capital Oy: Board Member; Beckers Industrial Coatings AB: Board Member; Getinge AB: Board Member; Hexatronic Scandinavia AB: Board Member; Hexpol AB: Board Member; Kongsberg Automotive Holding AB: Board Member; Mobile Climate Control Group Holding AB: Board Member
Independent of the company and its significant shareholders.
Shares: 6,830
Christoph Vitzthum
b. 1969
M.Sc. (Econ.)
Principal occupation: President and CEO, Fazer Group
Primary working experience: Wärtsilä Corporation 2009 – 2013: President Services, Executive Vice President; Wärtsilä Corporation 2006-2009: President Power Plants, Executive Vice President; Wärtsilä Propulsion 2002-2006: President; Wärtsilä Corporation 1999-2002: Vice President, Finance & Control, Marine Division; Wärtsilä Corporation 1997-1999: Business Controller, Power Plants Division; Metra Finance Oy 1995-1997: Dealer
Current key positions of trust: NCC AB: Board Member; Oras Invest Oy: Board Member; East Office of Finnish Industries: Board Member; EVA (Elinkeinoelämän valtuuskunta): Delegation Member; Finnish-Swedish Chamber of Commerce: Board Member
Independent of the company and its significant shareholders.
Shares: -