Konecranes Plc’s Shareholders' Nomination Board has submitted its proposals to the Annual General Meeting to Konecranes' Board of Directors. The Nomination Board makes its proposals unanimously. The Annual General Meeting is planned to be held on March 27, 2025, and the company will publish the notice to convene the Annual General Meeting later.
Proposal on Board Composition
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be eight (8). However, should any of the candidates proposed by the Shareholders' Nomination Board withdraw their candidacy before the Annual General Meeting, the proposed number of Board members shall automatically be decreased correspondingly.
The Shareholders’ Nomination Board proposes that of the current Board members Pauli Anttila, Pasi Laine, Ulf Liljedahl, Gun Nilsson, Sami Piittisjärvi, Päivi Rekonen, Thomas Schulz and Birgit Seeger be re-elected for a term of office ending at the closing of the Annual General Meeting in 2026. The Shareholders’ Nomination Board proposes that Pasi Laine be elected as Chair of the Board of Directors and Ulf Liljedahl as Vice Chair of the Board of Directors.
CVs, photographs and the evaluation regarding the independence of the current members of the Board of Directors are presented on the company’s website at investors.konecranes.com/board-directors. Based on the evaluation of the Shareholders' Nomination Board, the proposed candidates are deemed independent of Konecranes and of Konecranes' significant shareholders, with the exception of Pauli Anttila who is deemed independent of Konecranes but not independent of its significant shareholder Solidium, and Sami Piittisjärvi who is deemed not to be independent of Konecranes but is deemed independent of its significant shareholders.
Sami Piittisjärvi is proposed to be elected from candidates put forward by the employees of Konecranes in accordance with the agreement on employee representation between Konecranes and its employees.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for confirming that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets the other requirements of the Finnish Corporate Governance Code for listed companies.
Remuneration of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that annual remuneration is paid to the members of the Board of Directors, other than the employee representative, as follows:
the remuneration to the Chair of the Board of Directors EUR 160,000 (2024: EUR 150,000),
the remuneration to the Vice Chair of the Board of Directors EUR 100,000 (2024: EUR 100,000, in the event that a Vice Chair would have been elected), and
the remuneration to the other members of the Board of Directors EUR 72,000 (2024: EUR 70,000).
In case the term of office of a member of the Board of Directors ends before the closing of the Annual General Meeting in 2026, 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 Shareholders’ Nomination Board proposes that 40 per cent of the annual remuneration be paid in Konecranes shares to be acquired on behalf of the members of the Board of Directors at a price determined in public trading on Nasdaq Helsinki. The purchase of shares shall be carried out in four equal instalments; each instalment being purchased within the two-week period beginning on the date following each of the company’s interim report announcements and the company’s financial statements bulletin for 2025. The company will pay the transaction costs and transfer tax in connection with the purchase 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 member of the Board of Directors, the annual remuneration will be paid fully in cash.
The Shareholders’ Nomination Board proposes that members of the Board of Directors are eligible for a meeting fee of EUR 1,000 for each meeting that they attend. For meetings of the committees of the Board of Directors, the Chair of the Audit Committee is paid a meeting fee of EUR 5,000, the Chair of the Human Resources Committee is paid a meeting fee of EUR 3,000, and the other committee members are paid a meeting fee of EUR 1,500 per each attended committee meeting. No meeting fee is paid for decisions that are confirmed in writing without a meeting. The proposed meeting fees remain unchanged from the previous year.
No remuneration will be paid to members of the Board of Directors employed by the company, in accordance with the agreement on employee representation between Konecranes and its employees.
Travel expenses for all members of the Board of Directors, including the employee member of the Board of Directors, will be compensated against receipt.
Composition of the Shareholders’ Nomination Board
The Shareholders’ Nomination Board comprises Reima Rytsölä (CEO of Solidium), Markus Aho (Chief Investment Officer of Varma), Stig Gustavson, and Mikko Mursula (Deputy CEO, Investments of Ilmarinen).
In addition, Pasi Laine, the Chair of the Board of Directors of Konecranes, serves as an expert in the Shareholders’ Nomination Board without being a member.
