Konecranes Plc’s Nomination Board's proposal for the composition and compensation of the Board of Directors
KONECRANES PLC STOCK EXCHANGE RELEASE January 31, 2020 at 09.00 EET
Konecranes Plc’s Nomination Board's proposal for the composition and compensation of the Board of Directors
Konecranes Plc’s shareholders' Nomination Board has submitted its proposals to the Annual General Meeting to Konecranes' Board of Directors. The Nomination Board makes its proposals unanimously. The notice to convene the Annual General Meeting will be published later by the Board of Directors.
Proposal on Board Composition
The Nomination Board proposes to the Annual General Meeting to be held on March 26, 2020 that the number of Board members be eight (8).
The Nomination Board proposes that of the current Board members Ms. Janina Kugel, Mr. Ulf Liljedahl,
Mr. Per Vegard Nerseth, Mr. Anders Nielsen, Ms. Päivi Rekonen and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2021, and that Mr. Niko Mokkila and Mr. Janne Martin be elected as new members of the Board of Directors for the same term of office. Mr. Janne Martin has been selected among the employees of Konecranes and is proposed by the Nomination Board to be elected as a full member of the Board in accordance with the agreement on employee representation between Konecranes and its employees.
Mr. Ole Johansson and Mr. Bertel Langenskiöld of the current members of the Board of Directors have informed the Nomination Board that they are not available to be elected as Board members in the Annual General Meeting.
The Nomination Board recommends that if the above mentioned candidates are elected Board members by the General Meeting, Mr. Christoph Vitzthum would be elected Chairman of the Board of Directors.
All candidates and the evaluation regarding their independence are presented on the company’s website www.konecranes.com. All candidates have given their consent to the election. Further information concerning the proposed new candidates is also attached as an appendix to this release.
All candidates with the exception of Janne Martin are deemed to be independent of the company and all candidates with the exception of Niko Mokkila are deemed to be independent of the company's significant shareholders. Janne Martin is deemed not to be independent of the company due to his current position as an employee of Konecranes and Niko Mokkila is deemed not to be independent of a significant shareholder of the company based on his current position as Managing Director at Hartwall Capital Oy Ab.
Remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that the amount of annual remuneration payable to the members of the Board other than the employee representative be unchanged as follows: the remuneration to the Chairman of the Board is EUR 140,000, the remuneration to the Vice Chairman of the Board is EUR 100,000 in the event that a Vice Chairman is elected by the Board, and the remuneration to the other Board members is EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2021, he or she is entitled to the prorated amount of the annual remuneration calculated on the basis of his or her actual term in office.
The Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the Board members at a price determined in public trading. The remuneration shares will be purchased in accordance with a trading plan prepared by the company. The company will pay the transaction costs and transfer tax in connection with the purchase or transfer of remuneration shares. In case the remuneration cannot be paid in shares due to legal or other regulatory restrictions or due to other reasons related to the company or a Board member, the annual remuneration will be paid fully in cash.
In addition, the Chairmen of the Audit Committee and the Human Resources Committee are proposed to be paid a compensation of EUR 3,000 and the other Board members are proposed to be paid a compensation of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to Board members employed by the company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all Board members, including the employee Board member, will be compensated against receipt.
Composition of the Nomination Board
The shareholders’ Nomination Board has comprised Peter Therman, deputy chairman of the Board of Hartwall Capital, Antti Mäkinen, CEO of Solidium, Risto Murto, CEO of Varma Mutual Pension Insurance Company, and Stig Gustavson.
In addition, Christoph Vitzthum, the Chairman of the Board of Directors of Konecranes, has served as an expert in the Nomination Board without being a member.
KONECRANES PLC
Eero Tuulos
Vice President, Investor Relations
FURTHER INFORMATION
Eero Tuulos, Vice President, Investor Relations, tel. +358 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 of all makes. In 2018, Group sales totaled EUR 3.16 billion. The Group has 16,100 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
APPENDIX: INFORMATION ON NEW BOARD CANDIDATES
Mr. Niko Mokkila b. 1979
M.Sc. (Tech.), M.Sc. (Econ)
Principal occupation:
Managing Director, Head of Investment Operations, Hartwall Capital Oy Ab
Primary working experience:
Altor Equity Partners 2007–2019: multiple positions, most recently Director
Merrill Lynch 2005–2007: Analyst
Current key positions of trust
Realia Group Oy: Board Member
Remeo Oy: Board Member
LeaseGreen Group Oy: Chairman of the board
**
Mr. Janne Martin b. 1973
M. Sc. (Tech.)
Principal occupation:
General Manager of the Hämeenlinna Factory, wire rope hoists and electrics, Konecranes Finland
Primary working experience:
Konecranes 2006-2019: Various management positions
Konecranes 1998-2005: R&D Engineer