Konecranes Plc’s Nomination Committee’s proposal for composition and compensation of the Board of Directors
Proposal on Board Composition
Konecranes Plc’s Nomination Committee proposes to the Annual General Meeting of Shareholders on March 28, 2019 that the number of Board members be eight (8).
The Nomination Committee of the Board of Directors proposes the current Board members Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenskiöld, Mr. Ulf Liljedahl, Mr. Per Vegard Nerseth, Mr. Anders Nielsen, Ms. Päivi Rekonen and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2020.
Would the Board members be elected as proposed, their intention is to elect Christoph Vitzthum Chairman and Ole Johansson Vice Chairman.
All candidates and the evaluation regarding their independence are presented on the company’s website www.konecranes.com. All candidates have given their consent to the election.
All candidates 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.
Compensation of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board to be elected for the term until the closing of the Annual general meeting in 2020 be unchanged as follows: the remuneration for the Chairman of the Board is EUR 140,000, the remuneration for the Vice Chairman of the Board is EUR 100,000, and the remuneration for other Board members is EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2020, 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 Nomination Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the Board members at a price determined in public trading. The remuneration shares will be purchased in accordance with a trading plan prepared by the Company. The Company shall pay the transaction costs and transfer tax in connection with the purchase or transfer 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 Board member, the annual remuneration shall be paid in cash.
In addition, the Chairman of the Board, the Vice Chairman of the Board, and other Board members are entitled to a compensation of EUR 1,500 per attended Board committee meeting. The Chairman of the Audit Committee of the Board of Directors is, however, entitled to a compensation of EUR 3,000 per attended Audit Committee meeting. No remuneration will be paid to Board members employed by the Company. Travel expenses will be compensated against receipt.
Vice President, Investor Relations
Mr. Christoph Vitzthum, Chairman of the Board, call-back requests tel. +358 20 427 2960
Konecranes is a world-leading group of Lifting Businesses™, serving a broad range of customers, including manufacturing and process industries, shipyards, ports and terminals. Konecranes provides productivity enhancing lifting solutions as well as services for lifting equipment of all makes. In 2017, Group sales totaled EUR 3,136 million. The Group has 16,400 employees at 600 locations in 50 countries. Konecranes shares are listed on the Nasdaq Helsinki (symbol: KCR).