Konecranes Plc’s Shareholders’ Nomination Board revises its proposals for the Annual General Meeting
KONECRANES PLC STOCK EXCHANGE RELEASE MAY 11, 2022 at 5:30 pm EEST
Konecranes Plc’s Shareholders’ Nomination Board revises its proposals for the Annual General Meeting
Konecranes Plc’s (“Konecranes” or the “Company”) Shareholders’ Nomination Board has submitted its revised proposals to the Annual General Meeting of the Company. In addition to its earlier proposals, the Shareholders’ Nomination Board proposes that Pasi Laine, Helene Svahn and Pauli Anttila be elected as new members to the Company’s Board of Directors and that Pasi Laine be elected as Vice Chairman of the Board of Directors. In other respects, the proposals of the Shareholders’ Nomination Board correspond in material parts with the proposals that were published through a stock exchange release on January 28, 2022 with certain technical changes. The Shareholders’ Nomination Board makes its proposals unanimously. The Annual General Meeting is planned to be held on June 15, 2022, and the Company will separately publish the notice to convene the Annual General Meeting.
When preparing its proposals, the Shareholders’ Nomination Board has recognized the need to strengthen the composition of Board of Directors in the Company's new development phase. At the same time, the Shareholders’ Nomination Board has wished to emphasize continuity. The Shareholders’ Nomination Board has sought to ensure that the Board of Directors, as a whole, possesses the required expertise, competence and experience in areas relating to the Company's industry, technology and business and observes the requirements of the Finnish Corporate Governance Code as well as other applicable recommendations. The Shareholders’ Nomination Board recognizes that the number of Board members is larger than would be ideal but considers this justified due to the above reasons. When preparing the proposals for the Annual General Meeting in 2023, the Shareholders’ Nomination Board will re-evaluate the size of the Board of Directors.
Proposal on Board Composition
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be ten (10).
The Shareholders’ Nomination Board proposes that the current Board members Janina Kugel, Ulf Liljedahl, Per Vegard Nerseth, Päivi Rekonen, Christoph Vitzthum and Niko Mokkila be re-elected for a term of office ending at the closing of the Annual General Meeting in 2023, and that Pasi Laine, Helene Svahn, Pauli Anttila and Sami Piittisjärvi be elected as new members of the Board of Directors for the same term of office. The Shareholders’ Nomination Board proposes that Christoph Vitzthum be elected as Chairman of the Board of Directors and that Pasi Laine be elected as Vice Chairman of the Board of Directors.
Pasi Laine is the President and CEO of Valmet Oyj since 2013, and has previously held positions in the Executive Team of Metso Oyj and various other managerial positions. He holds positions of trust as the Chairman of the Board of Directors of Ilmarinen Mutual Pension Insurance Company and as a member of the Board of Directors of Technology Industries of Finland and has been a member of the Board of Directors of SSAB AB (publ) between 2017 – 2022. Pasi Laine holds a Master of Science degree in Electrical Engineering from the Helsinki University of Technology.
Helene Svahn is a professor in the department of Nanobiotechnology at the Royal Institute of Technology (Sweden). She holds positions of trust as a member of the supervisory board of Mercedes-Benz Group AG and as member of the board of Axel Johnson International AB. She has acted inter alia as the President and CEO of Haldex AB between 2019 – 2021, and as Senior Vice President of Research & Innovation at Permobil AB. Helene Svahn is a member of the Royal Swedish Academy of Sciences, as well as of the Royal Swedish Academy of Engineering Sciences, and holds a Master of Science in Molecular Biotechnology from Uppsala University and a PhD in Electrical Engineering from the Royal Institute of Technology.
Pauli Anttila is an Investment Director and member of the Management Team of Solidium Oy. Prior to joining Solidium in 2009, he acted as an Associate at Deloitte Corporate Finance Oy. He is also a member of the Board of Directors of the Finnish Minerals Group (Suomen Malmijalostus Oy). He holds a Master of Science in Economics from the Helsinki School of Economics.
Sami Piittisjärvi is a manager in portfolio management at Konecranes Port Services and is being proposed from among candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the Company’s website at investors.konecranes.com/board-directors, and the CVs, photographs and evaluation regarding the independence of the proposed new candidates will be made available on the Company’s website at investors.konecranes.com/general-meeting before the Annual General Meeting.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.
Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration for the Board of Directors and the meeting fee for the committees remain unchanged, in addition to which a meeting fee for meetings of the Board of Directors is introduced. The Shareholders’ Nomination Board proposes that annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows: the remuneration to the Chairman of the Board of Directors is EUR 140,000, the remuneration to the Vice Chairman of the Board of Directors is EUR 100,000, and the remuneration to the other members of the Board of Directors is EUR 70,000. In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2023, 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 Shareholders’ Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors at a price determined in public trading on Nasdaq Helsinki. The purchase of shares shall be carried out in three equal instalments; each instalment being purchased within the two-week period beginning on the date following each of the Company’s interim report announcements and the Company’s financial statements bulletin for 2022 published after the Annual General Meeting. The Company will pay the transaction costs and transfer tax in connection with the purchase 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 member of the Board of Directors, the annual remuneration will be paid fully in cash.
The Shareholders’ Nomination Board proposes that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the Board of Directors’ committees, the Chairmen of the Audit Committee and the Human Resources Committee are paid a meeting fee of EUR 3,000 and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting.
No remuneration will be paid to members of the Board of Directors employed by the Company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, will be compensated against receipt.
Composition of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board comprises Peter Therman, deputy chairman of the Board of Hartwall Capital, Pauli Anttila, Investment Director at Solidium, Mikko Mursula, Chief Investment Officer of Ilmarinen Mutual Pension Insurance Company, and Stig Gustavson. Pauli Anttila did not participate in the decision concerning the proposed remuneration of the Board of Directors.
In addition, Christoph Vitzthum, the Chairman of the Board of Directors of Konecranes, serves as an expert in the Shareholders’ Nomination Board without being a member.
KONECRANES PLC
Kiira Fröberg
Vice President, Investor Relations
FURTHER INFORMATION
Kiira Fröberg,
Vice President, 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 of all makes. In 2021, Group sales totaled EUR 3.2 billion. The Group has approximately 16,600 employees in around 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
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