KONECRANES PLC STOCK EXCHANGE RELEASE January 28, 2022 at 7:30 pm EET
Konecranes Plc’s Shareholders' Nomination Board's proposals 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 Annual General Meeting is planned to be held on March 30, 2022, and the company will publish the notice to convene the Annual General Meeting at a later time.
Proposal on Board Composition
The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be seven (7).
The Nomination Board proposes that of 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 Sami Piittisjärvi be elected as a new member of the Board of Directors for the same term of office. The Nomination Board proposes that Christoph Vitzthum be elected as Chairman of the Board of Directors.
Sami Piittisjärvi 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. Sami Piittisjärvi works as Manager, Product Portfolio at Konecranes Port Services.
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.
All candidates with the exception of Sami Piittisjärvi 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. Sami Piittisjärvi 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.
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 Nomination Board proposes to the General Meeting that the annual remuneration for the Board and the meeting fee for the committees remain unchanged, in addition to which a meeting fee for Board meetings is introduced. The Nomination Board proposes that annual remuneration is paid to the members of the Board, other than the employee representative, 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 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 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 on Nasdaq Helsinki. The purchase of shares shall be carried out in four 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. 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 Board member, the annual remuneration will be paid fully in cash. In the event that the proposed merger of Konecranes and Cargotec is completed, any remaining unpaid remuneration will be paid in cash prorated on the basis of the Board of Directors' actual term in office.
The Nomination Board proposes that members of the Board are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For Board committee meetings, 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 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 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.
In addition, Christoph Vitzthum, the Chairman of the Board of Directors of Konecranes, serves as an expert in the 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 2020, Group sales totaled EUR 3.2 billion. The Group has around 16,500 employees in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).
DISTRIBUTION
Nasdaq Helsinki
Major media
www.konecranes.com
