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.

The Annual General Meeting on March 28, 2019 decided to establish a permanent Shareholders' Nomination Board to prepare proposals to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, for the election and remuneration of the members of the Board of Directors and to identify potential Board member candidates.

Audit Committee

The Board shall appoint an Audit Committee from among its members to assist the Board in its responsibilities relating to the appropriate arrangement of the control of the Company accounts and finances pursuant to the Companies Act. The Audit Committee shall have at least three (3) non-executive Board members majority of whom are independent of and not affiliated with the Company. At least one member must be independent of significant shareholders. 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 are defined in the Charter of the Audit Committee, which is based on a Board resolution as part of the Company’s corporate governance principles.

Board’s Audit Committee is comprises of the following four (4) members:

  • Mr. Ulf Liljedahl, Chairman since March 28, 2019
  • Mr. Ole Johansson, member since March 28, 2019
  • Mr. Per Vegard Nerseth, member since March 28, 2019
  • Ms. Päivi Rekonen, member since March 28, 2019

All members of the Audit Committee are deemed to be independent of the Company and independent of its significant shareholders.* All members have sufficient expertise on corporate management. In addition, all members have a degree in business administration and/or economics.

In 2018, Konecranes’ Audit Committee convened 6 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. (2018 information to be updated shortly)
 

*until May 3, 2019, Ole Johansson was deemed to be dependent of a significant shareholder of the Company

Nomination Committee (until 28 March 2019)

The Nomination Committee is responsible for preparing matters pertaining to the appointment and remuneration of the Board of Directors of the Company. The Nomination Committee does not have independent decision-making powers. The Board shall appoint the members and the Chairman of the Nomination Committee from among its members. The Nomination Committee shall have at least three (3) non-executive Board members. The majority of the members shall be independent of the Company.

The Nomination Committee is appointed to assist the Board in its responsibilities. The tasks and responsibilities are defined in the Charter of the Nomination Committee, which is based on a Board resolution as part of the Company’s corporate governance principles.

Board’s Nomination Committee comprised 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 members of the Nomination Committee are deemed to be independent of the Company and independent of its significant shareholders.*

In 2018, Konecranes’ Nomination Committee convened 5 times. The attendance of the Nomination Committee members at meetings was 100 %. The attendance of members at meetings is shown in the table on Board meetings. (2018 information to be updated shortly)

The Annual General Meeting on March 28, 2019 decided to establish a permanent Shareholders' Nomination Board to prepare proposals to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, for the election and remuneration of the members of the Board of Directors and to identify potential Board member candidates.

*until May 3, 2019, Ole Johansson was deemed to be dependent of a significant shareholder of the Company

Human Resources Committee

The Human Resources Committee is responsible for assisting and providing guidance and recommendations to the Board of Directors of the Company in fulfilling its oversight and other responsibilities in relation to e.g. the operative structure and selection of senior management; talent management, diversity and inclusion, retention and succession planning of senior management; professional and competence development for senior management and workforce planning; evaluation and compensation of the President and CEO and Group Executive Board (GXB); general principles for compensation, long and short term incentive compensation plans and share-based incentive plans; human resources, corporate responsibility and safety strategies and performance.The Board shall appoint the members and the Chairman of the Human Resources Committee from among its members.

The Human Resources Committee has the authority to take decisions regarding minor matters within its scope of responsibility that are of an administrative nature and/ or relate to the implementation of Board decisions and do not (i) require a decision by the Board of Directors under applicable law or regulations or pursuant to the internal policies or practice of Konecranes, or (ii) otherwise, in the opinion of the Committee, give reason for a decision by the Board of Directors. The Human Resources Committee shall have at least three (3) non-executive Board members. The majority of the members shall be independent of the Company.

The Human Resources Committee is appointed to assist the Board in its responsibilities. The Committee’s tasks and responsibilities are defined in the Charter of the Human Resources Committee, which is based on a Board resolution as part of the Company’s corporate governance principles.

Board’s Human Resources Committee comprises of the following four (4) members:

  • Mr. Bertel Langenskiöld, Chairman since March 28, 2019
  • Ms. Janina Kugel, member since March 28, 2019
  • Mr. Anders Nielsen, member since March 28, 2019
  • Mr. Christoph Vitzthum, member since March 28, 2019

All members of the Human Resources Committee are currently deemed to be independent of the Company and its significant shareholders. Until September 30, Mr. Bertel Langenskiöld was deemed to be dependent of a significant shareholder of the Company.

In 2018, Konecranes’ Human Resources Committee convened 5 times. The attendance of the Human Resources Committee members at meetings was 93%. The attendance of members at  meetings is shown in the table on Board meetings. (2018 information to be updated shortly)