Konecranes Plc’s Shareholders' Nomination Board's proposals for the composition and compensation of the Board of Directors

KONECRANES PLC STOCK EXCHANGE RELEASE January 30, 2024 at 4:00 p.m. 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 27, 2024, and the company will publish the notice to convene the Annual General Meeting at a later time.

 

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 eight (8). However, should any of the candidates proposed by the Shareholders' Nomination Board withdraw their candidacy before the Annual General Meeting, the proposed number of Board members shall automatically be decreased correspondingly.

 

The Shareholders’ Nomination Board proposes that of the current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Gun Nilsson, Sami Piittisjärvi, and Päivi Rekonen be re-elected for a term of office ending at the closing of the Annual General Meeting in 2025, and that Thomas Schulz and Birgit Seeger be elected as new members of the Board of Directors for the same term of office. Niko Mokkila, Helene Svahn and Christoph Vitzthum of the current Board members were not available for re-election.

 

The Shareholders’ Nomination Board proposes that Pasi Laine be elected as Chair of the Board of Directors.

 

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/agm-2024 by February 28, 2024, at the latest. Information on the proposed new candidates is also included as an attachment to this release. Based on the evaluation of the Shareholders' Nomination Board, the proposed candidates are deemed independent of Konecranes and of Konecranes' significant shareholders, with the exception of Pauli Anttila who is deemed independent of Konecranes but not independent of its significant shareholder Solidium, and Sami Piittisjärvi who is deemed not to be independent of Konecranes but is deemed independent of its significant shareholders.

 

Sami Piittisjärvi is proposed to be elected from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.

 

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 has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets the 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 fees for the committees and meetings of the Board of Directors remain unchanged. 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 Chair of the Board of Directors is EUR 150,000, the remuneration to the Vice Chair of the Board of Directors is EUR 100,000 in the event that a Vice Chair is elected by the Board, 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 2025, 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 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 2024. 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 committees of the Board of Directors, the Chair of the Audit Committee is paid a meeting fee of EUR 5,000, the Chair of the Human Resources Committee is 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 meeting fee is paid for decisions that are confirmed in writing without a 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 Reima Rytsölä (CEO of Solidium), Stig Gustavson, Markus Aho (Chief Investment Officer of Varma) and Mikko Mursula (Deputy CEO, Investments of Ilmarinen).

 

In addition, Christoph Vitzthum, the Chair 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 global leader in material handling solutions, serving a broad range of customers across multiple industries. We consistently set the industry benchmark, from everyday improvements to the breakthroughs at moments that matter most, because we know we can always find a safer, more productive and sustainable way. That's why, with around 16,500 professionals in over 50 countries, Konecranes is trusted every day to lift, handle and move what the world needs. In 2022, Group sales totalled EUR 3.4 billion. Konecranes shares are listed on Nasdaq Helsinki (symbol: KCR).

 

DISTRIBUTION

Nasdaq Helsinki

Major media

www.konecranes.com

 

 

APPENDIX: INFORMATION ON THE PROPOSED NEW CANDIDATES

 

Thomas Schulz

b. 1965

Ph.D., Mineral Mining and Quarrying

 

Principal occupation:

Chief Executive Officer, Bilfinger SE

 

Primary working experience:

2022 -  Chief Executive Officer, Bilfinger SE

2013 - 2021  Group Chief Executive Officer, FLSmidth A/S

2012 - 2013  President, Construction, Sandvik AB

2005 - 2011  President, Construction Segment, Senior Vice President, Mining and Construction, Sandvik AB

2003 - 2005  Regional President Sandvik AB Mining and Construction, Managing Director Central Europe, Sandvik AB

2001 - 2002  Business Line Manager, Region Central Europe, Sandvik Rock Processing, Sandvik AB

1998 - 2001  Business Area Manager, Svedala AB

 

Current key positions of trust:

2021 - Non-Executive Director, Boart Longyear Group Ltd.

 

**

 

Birgit Seeger

b. 1969

DIPLOM-Kfm, Business Administration, Planning & Organization, Private Law

 

Principal occupation:

Senior Vice President, Head of Global Business Unit Comfort Actuators, Robert Bosch GmbH

 

Primary working experience:

2022 -  Senior Vice President, Head of Global Business Unit Comfort Actuators, Robert Bosch GmbH

2019 - 2022  Senior Vice President, Quality and Risk Management, Robert Bosch GmbH

2017 - 2019  Senior Vice President, Transformation, Bosch Powertrain Solutions, Robert Bosch GmbH

2016 - 2017  Vice President, Business Excellence, Robert Bosch GmbH

2013 - 2016  Global Director, Engineering, Test and Quality Center, WABCO GmbH

2011 - 2013  Principal, Restructuring, Turnaround and Transformation, Automotive Industry, Ricardo Strategic Consulting GmbH

2001 - 2011  Managing Consultant, PA Consulting Group GmbH

1998 - 2001  Project Manager, Robert Bosch GmbH

 

Current key positions of trust:

2018 - Supervisory Board Member, BSH Home Appliances Group