Konecranes Plc (Konecranes, the Company) is a Finnish public limited liability company, which complies with the Finnish Companies and Securities Market Acts, the rules of Nasdaq Helsinki, and other regulations concerning public companies, as well as Konecranes Articles of Association, in its decision-making and administration.
Konecranes complies with the Finnish Corporate Governance Code 2015 (the “Code”), which came into force on January 1, 2016 and was approved by the board of the Securities Market Association. The Code can be found at www.cgfinland.fi. Konecranes complies with the recommendations of the Code with some exceptions. Konecranes deviates from Recommendations 5 and 6. Konecranes signed on May 16, 2016 an agreement to acquire from Terex Corporation its Material Handling and Ports Solutions (MHPS) business segment. The acquisition was completed on January 4, 2017. As an important part of the agreed acquisition arrangements and since Terex Corporation became a significant shareholder in Konecranes, the EGM of Konecranes, held on September 15, 2016, resolved to approve new Articles of Association for Konecranes. Under the Articles of Association Terex Corporation or any member of Terex Group, as is designated by Terex to the company, is entitled to nominate up to two (2) Board members depending on the ownership percentage of Terex Corporation in Konecranes Class B shares. In case Terex Group’s ownership of the company’s Class B shares represents less than ten percent (10 percent) of the number of outstanding shares, Terex’s right to nominate board members ceases. The term of the Terex designee board members is not determined.
Corporate Governance structure of the Konecranes Group in 2017