Board of Directors
The remuneration packages for Board members are resolved
by the AGM on proposal by the Nomination and Compensation
Committee. The AGM confirmed an annual fee for year 2007 of EUR
78,000 for the Chairman of the Board, EUR 48,000 for the Vice
Chairman of the Board, and EUR 30,000 for other Board members, and
that 40 percent of the annual fee will be used to acquire
Konecranes shares from the market to each Board member. Should the
receipt of shares entail administrative difficulties for a Board
member the compensation will be paid in its entirety in cash. In
addition, a compensation of EUR 1,200 was approved for attendance
at Board committee meetings. The 2007 annual remuneration for the
Board was paid according to the fees approved by the AGM.
Non-executive members of the Board of Directors do not receive
stock options. Board members employed by Konecranes do not receive
separate compen-sation for their Board membership.
President and CEO
The Nomination and Compensation Committee reviews the
President and CEOs performance. Based on this review and
other relevant facts, the Board determines the total compensation
package of the President and CEO.
On December 15, 2006, the Board of Directors approved a
long-term incentive scheme directed to Pekka Lundmark. The
incentive scheme was implemented by disposing of Konecranes shares
in the Companys possession on the basis of the authorization
granted to the Board of Directors by the AGM on March 8, 2006.
Pursuant to the incentive scheme, 50,000 shares were sold in
January 2007 on terms and conditions defined in the terms of
subscription. The shares sold are subject to a five-year transfer
restriction. As part of the program, the Company paid a separate
bonus to Pekka Lundmark to cover the taxes levied as a result of
the arrangement.
The purpose of the incentive scheme is to motivate the
Managing Director to contribute in the best possible manner to
long-term success of the Company and increased shareholder value
for all shareholders of the Company. The agreed price per share of
12 euros corresponds approximately to the average share price
during the period that Mr. Lundmark had been CEO of the company,
and this was the ground for determining the share price.
The terms of subscription for the directed issue of shares
relating to the President and CEOs incentive scheme are
available on the Companys website. The main elements of the
President and CEOs remuneration and other benefits for the
year ended December 31, 2007 were as follows: Pekka Lundmark
received a salary and fringe benefits of EUR 354,831, a bonus of
EUR 165,000, and a separate bonus of EUR 519,052 as part of the
incentive program described above.
Group Management
The Nomination and Compensation Committee reviews Group
compensation policies and issues guidelines for the same. In
accordance with these guidelines, the President and CEO confirms
all individual top management compensation packages. Compensation
packages normally include a base salary, fringe benefits (typically
use of company car), pension schemes and performance related bonus
schemes. Bonus schemes are always based on written contracts. Bonus
criteria vary, but are usually based on profitability, asset
management and growth. Bonuses are related to the individuals
performance, as well as to the performance of the organizational
unit he/she is directly responsible for. Numerical performance
criteria are used, in preference of personal assessments.
The remuneration of the Group Executive Board is present-ed
in note 13 to the Financial Statements.
Stock Options
The Company has issued stock option plans for its
key employees, including top and middle management, and employees
in expert positions. A summary of the four ongoing Konecranes
stock option plans (1997, 2001, 2003, 2007) is available under
Stock
Option Plans. Stock option plans require a corresponding
resolution by a General Meeting, and all plans have been
unanimously adopted by relevant General Meetings. Certain large
institutional shareholders have adopted guidelines for stock option
plans. These guidelines offer advice on the acceptable (maximal)
dilution effect, levels of incentives, lock-up periods, length of
programs etc. The Company's option plans have been designed to
essentially comply with these guidelines.
The purpose of the option schemes is to motivate key
personnel to contribute to the long-term success of the Company,
and to create a common understanding and commitment for the
creation of shareholder value. Further, a specific articulated
purpose is to create a joint sense of common ownership among
managers. This is believed to be of specific value for a company of
Konecranes nature with a structure covering many countries,
cultures and customer industries.
Upon proposal by the President and CEO, the Board decides on
the distribution of options to key personnel. In granting options
to the President and CEO, the Board acts independently. At the end
of 2007, approximately 320 employees were part of the Groups
stock option plans.
Next Event
Interim Report January September 2008
October 29, 2008 at 10.00 a.m.
Konecranes Plc P.O. Box 661 Koneenkatu 8, FI - 05801 HYVINKÄÄ, FINLAND,
Business ID 0942718-2, VAT Reg. No. FI09427182, Tel +358-(0)20 427 11, Fax +358-(0)20 427 2099