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 21, 2013 the number of Board members be eight (8).
The Committee proposes that all 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 2014: Mr Svante Adde, Mr Stig Gustavson, Mr Tapani Järvinen, Mr Matti Kavetvuo, Ms Nina Kopola, Mr Bertel Langenskiöld, Ms Malin Persson, and Mr Mikael Silvennoinen.
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, the Board members are independent of significant shareholders of the company. Mr Langenskiöld is not independent 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.
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 2014 be unchanged from 2012 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 2011, Group sales totaled EUR 1,896 million. The Group has 12,100 employees at 609 locations in 47 countries. Konecranes is listed on the NASDAQ OMX Helsinki (symbol: KCR1V).
DISTRIBUTION
NASDAQ OMX 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 memberships
Primary working experience: KCI Konecranes Plc 1994 – 2005: President and CEO; KONE Cranes division 1988 – 1994: President; KONE Corporation 1982 – 1988, Sponsor Oy 1978 – 1982, RAY (Finland’s Slot Machine Association) 1976 – 1978 and Wärtsilä Oy Ab 1970 – 1976: Holder of various executive positions
Current key positions of trust: Ahlström Capital Oy: Chairman of the Board; Cramo Plc: Chairman of the Board; Dynea Oy: Vice Chairman of the Board; Handelsbanken Regional Bank Finland: Chairman of the Board; Oy Mercantile Ab: Vice Chairman of the Board; ÅR Packaging AB: Chairman of the Board; IK Investment Partners: Senior Regional Advisor; Technology Academy Foundation: Chairman of the 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: 2,276
* 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 his shares 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: Managing Director, Pöyry Capital Limited, London
Primary working experience: 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: Meetoo AB: Chairman of the Board
Independent of the company and its significant shareholders.
Shares: 6,021
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: Karelia-Upofloor Oy: Chairman of the Board; Luvata Oy: Member of the Board
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: 910
Tapani Järvinen
b. 1946
Board Member since 2009 and Member of the Audit Committee since 2009.
M.Sc. (Eng), Lic. Sc. (Tech.)
Principal occupation: Board memberships
Primary working experience: Outotec Oyj 2006 – 2009: President and CEO; Outokumpu Technology, Finland 2003 – 2006: President and CEO; Outokumpu Oyj, Finland 2000 – 2005: Executive Vice President and Member of the Group Executive Committee; Compañía Minera Zaldívar, Chile 1994 – 2000: General Manager and CEO
Current key positions of trust: Okmetic Oyj: Vice Chairman of the Board; Outotec Oyj: Member of the Board; Normet Oy: Member of the Board; Talvivaara Mining Company Plc: Member of the Board; Dragon Mining Ltd, Australia: Member of the Board; Finpro ry: Vice Chairman of the Board
Independent of the company and its significant shareholders.
Shares: 3,514
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 memberships
Primary working experience: Pohjola Group Plc 2000 - 2001: CEO; Valio Ltd 1992 - 1999: CEO; Orion Corporation 1985 - 1991: CEO; Instrumentarium Corp. 1979 - 1984: President
Independent of the company and its significant shareholders.
Shares: 10,000
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: Chemical Industry Federation of Finland: Member of the Board
Independent of the company and its significant shareholders.
Shares: 1,626
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: Industrial Advisor
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: Hexpol AB: Member of the Board; Beckers Group: Member of the Board
Independent of the company and its significant shareholders.
Shares: 5,169
Mikael Silvennoinen
b. 1956
Board member since 2008 and Member of the Audit Committee since 2008.
M.Sc. (Econ.)
Principal occupation: President and CEO, Pohjola Bank Plc
Primary working experience: Pohjola Group 1989 – 1997: Holder of various executive positions; Wärtsilä Group 1986 – 1989: Group Treasurer
Current key positions of trust: Unico Banking Group: Member of the Board
Independent of the company and its significant shareholders.
Shares: 3,953