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Board committees

In the beginning of 2017 the Board was assisted by two committees: Audit Committee and Nomination and Compensation Committee. In the first meeting of the Board of Directors of Konecranes Plc after the Annual General Meeting on March 23, 2017, the Board decided to establish a separate Nomination Committee and a separate Human Resources Committee to replace its prior Nomination and Compensation Committee. In addition, the Board has an Audit Committee in accordance with previous practice.

 

Audit Committee

The Board shall appoint the members and the Chairman of the Audit Committee from among its members. The Audit Committee shall have at least three (3) non-executive Board members that are independent of and not affiliated with the Company. At least one (1) member must be independent of major shareholders.

The Audit Committee assists the Board in its responsibilities relating to the appropriate arrangement of the control of Company accounts and finances pursuant to the Companies Act. The intention is not to extend the duties of the Board from what is expressly stipulated in the Finnish Companies Act. The Audit committee shall not make independent decisions and it may rely on the information provided to it. The tasks and responsibilities of the Committee are defined in its Charter, which is based on a Board resolution.

Under its charter, the Audit Committee shall meet at least four (4) times a year. The Chairman shall present a report on each Audit Committee meeting to the Board.

Board’s Audit Committee is comprises of the following three (3) members:

Mr. Ulf Liljedahl, Chairman since March 27, 2018

Mr. Ole Johansson, member since March 27, 2018

Ms. Päivi Rekonen, member since March 27, 2018

All the members of the Audit Committee are deemed to be independent of the Company. Mr. Ulf Liljedahl and Ms. Päivi Rekonen are independent of Company’s significant shareholders. Mr. Ole Johansson is deemed to be dependent of significant shareholders of the company based on his current position as Chairman of the Board of Directors of Hartwall Capital Oy Ab.

Members of the Audit Committee have sufficient corporate management expertise. In addition Mr. Ole Johansson and Mr. Ulf Liljedahl have a degree in business administration and/or economics.

In 2017, Konecranes’ Audit Committee convened 5 times. The attendance of the Audit Committee members at meetings was 100 %. The attendance of members at meetings is shown in the table on Board meetings.

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Nomination Committee

The Nomination Committee consists of a minimum of three (3) directors. The Board elects the members and the Chairman of the Nomination Committee from among its members.

Board’s Nomination Committee comprises of the following three (3) members:

Mr. Christoph Vitzthum, Chairman since March 27, 2018

Mr. Ole Johansson, member since March 27, 2018

Mr. Ulf Liljedahl, member since March 27, 2018

All the members of the Nomination Committee are deemed to be independent of the Company and with the exception of Mr. Ole Johansson independent of its significant shareholders. Mr. Ole Johansson is deemed to be dependent of significant shareholders of the company based on his current position as Chairman of the Board of Directors of Hartwall Capital Oy Ab.

The Committee’s tasks and responsibilities are defined in its Charter, which is based on a Board resolution.

In 2017, Konecranes’ Nomination Committee convened two (2) times and former Nomination and Compensation Committee also two (2) times. The attendance of members at meetings is shown in the table on Board meetings.

 

Human Resources Committee

The Human Resources Committee consists of a minimum of three (3) directors. The Board elects the members and the Chairman of the Human Resources Committee from among its members.

Board’s Human Resources Committee comprises of the following three (3) members:

Mr. Bertel Langenskiöld, Chairman since March 27, 2018

Ms. Janina Kugel, member since March 27, 2018

Mr. Christoph Vitzthum, member since March 27, 2018

All the members of the Human Resources Committee are deemed to be independent of the Company and with the exception of Mr. Bertel Langenskiöld independent of its significant shareholders. Bertel Langenskiöld is deemed to be dependent of significant shareholders of the company based on his previous position as the Managing Director of Hartwall Capital Oy Ab.

The Committee’s tasks and responsibilities are defined in its Charter, which is based on a Board resolution.

In 2017, Konecranes’ Human Resources Committee convened four (4) times and former Nomination and Compensation Committee convened two (2) times. The attendance of members at  meetings is shown in the table on Board meetings.

 

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