Proposal on Board composition
Konecranes’s Nomination and Compensation Committee proposes to the Annual General Meeting of Shareholders on March 25, 2010 the number of Board members be eight.
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 2011: Mr Svante Adde, Mr Tomas Billing, Mr Kim Gran, Mr Stig Gustavson, Mr Tapani Järvinen, Mr Matti Kavetvuo, 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 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 candidates are deemed to be independent of the company under the Finnish Corporate Governance Code. Mr Gustavson is deemed dependent of the company based on the Board’s overall evaluation relating to his former and current positions in Konecranes combined with his substantial shareholding in the Company.
All candidates are independent of significant shareholders of the company.
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 2011 be unchanged from 2009 as follows: Chairman of the Board EUR 100,000, Vice Chairman of the Board EUR 64,000 and other Board Members EUR 40,000. The Committee proposes that approximately 40 percent of the annual remuneration be paid in Konecranes’s shares purchased from the market. The remuneration may be paid also by transferring company’s own shares based on the authorisation given to the Board of Directors. In case the purchase of shares cannot be carried out due to reasons related to either the company or the Board member, the annual remuneration shall be paid fully in cash. In addition, compensation of EUR 1,500 per meeting is proposed for attendance at Board committee meetings. No remuneration will be paid for Board members employed by the Company. Travel expenses of Board members are compensated for against receipt.
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 2008, Group sales totaled EUR 2,103 million. The Group has 9,700 employees, at 485 locations in 43 countries. Konecranes is listed on the NASDAQ OMX Helsinki Ltd (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
Dependent of the company
Independent of significant shareholders
M.Sc. (Eng.), Dr.Tech. (hon.)
Primary working experience
President and CEO, KCI Konecranes Plc 1994 – 2005; President, KONE Cranes division 1988 – 1994. Holder of various executive positions at KONE Corporation 1982 – 1988, Sponsor Oy 1978 – 1982, RAY (Raha-Automaattiyhdistys) 1976 – 1978 and Wärtsilä Oy Ab 1970 – 1976
Other current key positions of trust
Chairman of the Board: Handelsbanken Regional Bank Finland, Dynea Oy, Arcada Foundation, Cramo Plc, The Technology Academy Foundation; Vice-Chairman of the Board, Oy Mercantile Ab; Member of the Board, Vaisala Corp-; Member of the Supervisory Board, Varma Mutual Pension Insurance Company and Senior Industrial Advisor of IK Investment Partners
Shares 2,036,772
Svante Adde b. 1956
Board member since 2004 and Member of the Audit Committee since 2004 and Chairman since 2008
Independent of the company and significant shareholders
B.Sc. (Econ. and Business Administration)
Primary working experience
Managing Director: Pöyry Capital, London 2007 -, and Compass Advisers, London 2005 – 2007; Chief Financial Officer, Ahlstrom Corporation 2003 – 2005; Managing Director, Lazard London and Stockholm 2000 – 2003; Director: Lazard London 1989 - 2000 and Citibank 1979 - 1989
Other current key positions of trust
Board member, Meetoo AB
Shares 4,395
Tomas Billing b. 1963
Board member since 2009 and member of the Nomination and Compensation Committee since 2009
Independent of the company and significant shareholders
Graduate degree in Business Administration from Stockholm School of Ecomics
Primary working experience
President: Nordstjernan AB 1999 – and Hufvudstaden AB 1997 – 1999; Director, AB Custos 1996 – 1997; President, Monark Bodyguard (subsidiary to Monark Stiga) 1994 – 1996; Investment Manager, Proventus AB 1989 – 1994; Fixed Income Salesman, Salomon Brothers International Ltd 1987 – 1989
Other current key positions of trust:
Chairman of the Board: NCC AB, Nordstjernan Industriutveckling AB and Välinge Flooring Technology AB
Shares 10,961
Kim Gran b. 1954
Board member since 2007 and member of Audit Committee since 2007
Independent of the company and significant shareholders
B.Sc. (Econ)
Primary working experience
President and CEO, Nokian Tyres plc since 2000; Vice President, Nokian Tyres, Car and Van tyres 1995 - 2000
Other current key positions of trust
Chairman of the Board, The Rubber Manufacturers’ Association; Vice Chairman, Chemical Industry Federation of Finland; Member of the Boards, Finnish-Russian Chamber of Commerce (FRCC) and YIT Plc; Supervisory Board member, Ilmarinen Mutual Pension Insurance Company
Shares 2,940
Tapani Järvinen b. 1946
Board member since 2009 and member of the Audit Committee since 2009
Independent of the company and significant shareholders
Lic. Sc. (Tech.)
Primary working experience
President and CEO, Outotec Oyj 2006 - 2009. Prior to this he has held diverse top management positions in Outokumpu including President and CEO, Outokumpu Technology, Finland 2003 - 2006, Executive Vice President and Member of the Group Executive Committee, Outokumpu Oyj, Finland 2000 - 2005 and General Manager and CEO, Compañía Minera Zaldívar, Chile 1994 - 2000
Other current key positions of trust
Chairman of the Board, the Finnish-Latin American Trade Association; Member of the Board, Okmetic Oyj, Normet Corp., Association of Finnish Steel and Metal Producers, dragon Mining NL and International Copper Association (ICA); Chairman, Laatukeskus Excellence Finland; Chairman of the Industry Council, Technology Academy of Finland (TAF)
Shares 1,201
Matti Kavetvuo b. 1944
Board member since 2001 and member of the Audit Committee 2004 – 2008 and Chairman of the Nomination and Compensation Committee since 2009
Independent of the company and significant shareholders
M.Sc. (Eng.), B.Sc. (Econ.)
Primary working experience
CEO, Pohjola Group Plc 2000 – 2001; CEO of Valio Ltd 1992 – 1999; CEO, Orion Corporation 1985 – 1991; President, Instrumentarium Corp. 1979 – 1984
Other current key positions of trust
Chairman of the Board, Orion Corporation 2004 -; Member of the Board, Alma Media Corporation 2000 – and Lassila&Tikanoja Plc 2008-, 1998 - 2001, 1984 - 1988
Shares 3,856
Malin Persson b. 1968
Board member since 2005 and member of the Nomination and Compensation Committee since 2005
Independent of the company and significant shareholders
M.Sc. (Eng.)
Primary working experience
President and CEO, Volvo Technology Corporation. Previously holder of various positions including Vice President, Corporate Strategy and Business Development, AB Volvo; Vice President, Business & Logistics Development, Volvo Logistics Corp.
Other current key positions of trust
Chairman of the Council, Technology Management and Economics at the Chalmers University of Technology; Member of the Board, Hexpol AB, Volvo Trucks AB, Volvo Technology Transfer AB and Universeum AB.
Shares 2,856
Mikael Silvennoinen b. 1956
Board member since 2008 and member of the Audit Committee since 2008
Independent of the company and significant shareholders
Master of Economics (Finance and Accounting)
Primary working experience
President and CEO, Pohjola Bank Plc since 1997 - ; Executive positions in Pohjola Group 1989 – 1997; Group Treasurer, Wärtsilä Group 1986 - 1989
Other current key positions of trust
Chairman of the Board, Pohjola Insurance Group Plc and a member of the Steering Committee, Unico Banking Group
Shares: 1,640
