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2012-02-01 15:00:00 CET 2012-02-01 15:00:06 CET REGULATED INFORMATION Konecranes Oyj - Company AnnouncementKONECRANES PLC - KONECRANES PLC’S NOMINATION AND COMPENSATION COMMITTEE'S PROPOSAL FOR COMPOSITION AND COMPENSATION OF THE BOARD OF DIRECTORSKONECRANES PLC STOCK EXCHANGE RELEASE February 1, 2012 at 4.00 p.m. PROPOSAL ON BOARD COMPOSITION Konecranes Plc's Nomination and Compensation Committee proposes to the Annual General Meeting of Shareholders on March 22, 2012 the number of Board members be eight (8). The Committee proposes that the following current Board members be re-elected as members of the Konecranes Plc's Board of Directors for a term until the close of the Annual General Meeting in 2013: Mr Svante Adde, Mr Stig Gustavson, Mr Tapani Järvinen, Mr Matti Kavetvuo, Ms Nina Kopola, Ms Malin Persson and Mr Mikael Silvennoinen. Of the current members of the Board Mr Kim Gran has announced that he will not be available for re-election. The Committee proposes that Mr Bertel Langenskiöld be elected as a new member of the Konecranes Plc's Board for the same term. Bertel Langenskiöld is Managing Director of Hartwall Capital Oy Ab. Hartwall Capital is a Finnish, family owned investment company the aim of which is to create sustainable value growth through long-term and active ownership. Bertel Langenskiöld, M.Sc. (Eng.), has earlier been President of Metso Corporation's business segments, Fiskars Corporation and Tampella Power/Kvaerner Pulping, Power Division. The Committee's aim is to see to that the number of the directors and the composition of the board shall make it possible for the board to discharge its duties in an efficient manner. The composition shall take into account the needs of the company's operations and the development stage of the company. CVs of the proposed Board members are attached. All candidates have given their consent to the election. With the exception of Mr Stig Gustavson, the Board members are deemed to be independent of the Company under the Finnish Corporate Governance Code. Mr Gustavson is not deemed independent of the Company based on the Board's overall evaluation relating to his former and current positions in Konecranes, combined with his substantial voting rights in the Company. With the exception of Mr Bertel Langenskiöld, the Board members are independent of significant shareholders of the company. Mr Langenskiöld is not independent of significant shareholders of the company based on his current position as the Managing Director of Hartwall Capital Oy Ab. HTT KCR Holding Oy Ab holds more than 10 percent of Konecranes Plc's shares and votes. HTT KCR Holding Oy Ab is a subsidiary of Hartwall Capital Oy Ab. In addition, HTT KCR Holding Oy Ab, K. Hartwall Invest Oy Ab, Fyrklöver-Invest Oy Ab and Ronnas Invest AG will in practice co-operate in matters concerning their ownership in Konecranes Plc. COMPENSATION OF THE BOARD OF DIRECTORS The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected for a term of office ending at the end of the Annual General Meeting 2013 be increased by approximately 5 per cent from 2011 as follows: Chairman of the Board EUR 105,000, Vice Chairman of the Board EUR 67,000, and other Board members EUR 42,000. The Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares purchased on the market on behalf of the Board members. The remuneration may also be paid by transferring treasury shares based on the authorization given to the Board of Directors by the General Meeting. In case such purchase of shares cannot be carried out due to reasons related to either the Company or a Board member, the annual remuneration shall be paid entirely 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 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. KONECRANES PLC Miikka Kinnunen Director, Investor Relations FURTHER INFORMATION Miikka Kinnunen, Director, Investor Relations tel. +358 (0)20 427 2050 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 and machine tools of all makes. In 2010, Group sales totaled EUR 1,546 million. The Group has 11,400 employees at 578 locations in 46 countries. Konecranes is listed on the NASDAQ OMX Helsinki (symbol: KCR1V). DISTRIBUTION NASDAQ OMX Helsinki Media www.konecranes.com ATTACHMENT: ADDITIONAL INFORMATION RELATING TO THE PROPOSAL BY THE NOMINATION AND COMPENSATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS Stig Gustavson b. 1945 Chairman of the Board since 2005. Board Member since 1994 and Member of the Nomination and Compensation Committee since 2006. M.Sc. (Eng.), Dr.Tech. (hon.) Principal occupation: Board memberships Primary working experience KCI Konecranes Plc 1994 - 2005: President and CEO KONE Cranes division 1988 - 1994: President KONE Corporation 1982 - 1988, Sponsor Oy 1978 - 1982, RAY (Raha-Automaattiyhdistys) 1976 - 1978 and Wärtsilä Oy Ab 1970 - 1976: Holder of various executive positions Current key positions of trust Ahlström Capital Oy: Chairman of the Board Cramo Plc: Chairman of the Board Dynea Oy: Deputy Chairman of the Board Handelsbanken Regional Bank Finland: Chairman of the Board Oy Mercantile Ab: Vice Chairman of the Board Vaisala Group: Member of the Board IK Investment Partners: Senior Regional Advisor Technology Academy Foundation: Chairman of the Board Shares: Konecranes Plc has on December 28, 2011 received information according to which the Chairman of the company's Board of Directors Stig Gustavson has donated all of his shares in Konecranes Plc to his near relatives retaining himself for life the voting rights and right to dividend attached to the donated shares. The donation encompasses in total 2,069,778 shares which corresponds to approximately 3.27 percent of all of the company's shares and voting rights. Svante Adde b. 1956 Board Member since 2004 and Member of the Audit Committee since 2004 and Chairman of the Audit Committee since 2008. B.Sc. (Econ. and Business Administration) Principal occupation: Managing Director, Pöyry Capital Limited, London Primary working experience Compass Advisers, London 2005 - 2007: Managing Director Ahlstrom Corporation 2003 - 2005: Chief Financial Officer Lazard London and Stockholm 2000 - 2003: Managing Director Lazard London 1989 - 2000: Director Citibank 1979 - 1989: Director Current key positions of trust Meetoo AB: Member of the Board Shares: 5,111 Tapani Järvinen b. 1946 Board Member since 2009 and Member of the Audit Committee since 2009. M.Sc. (Eng), Lic. Sc. (Tech.) Principal occupation: Board memberships Primary working experience Outotec Oyj 2006 - 2009: President and CEO Outokumpu Technology, Finland 2003 - 2006: President and CEO Outokumpu Oyj, Finland 2000 - 2005: Executive Vice President and Member of the Group Executive Committee Compañía Minera Zaldívar, Chile 1994 - 2000: General Manager and CEO Current key positions of trust Okmetic Oyj: Vice Chairman of the Board Outotec Oyj: Member of the Board Normet Oy: Member of the Board Talvivaara Mining Company Plc: Member of the Board Dragon Mining Ltd, Australia: Member of the Board Shares: 2,604 Matti Kavetvuo b. 1944 Board Member since 2001 and Chairman of the Nomination and Compensation Committee since 2009. Member of the Audit Committee 2004 - 2008. M.Sc. (Eng.), B.Sc. (Econ.) Principal occupation: Board memberships Primary working experience Pohjola Group Plc 2000 - 2001: CEO Valio Ltd 1992 - 1999: CEO Orion Corporation 1985 - 1991: CEO Instrumentarium Corp. 1979 - 1984: President Current key positions of trust Orion Corporation: Vice Chairman of the Board Shares: 5,259 Nina Kopola b. 1960 Board Member since 2011 and Member of the Nomination and Compensation Committee since 2011. M.Sc. (Chemical Eng.), Lic. Sc. (Tech.) Principal occupation: President and CEO, Suominen Corporation and Suominen Group Primary working experience Dynea Oy 2008 - 2011: Executive Vice President, President Europe Dynea Oy 2006 - 2008: Executive Vice President, Global Market Applications Dynea Oy 2005 - 2006: Group Vice President, Marketing Dynea Industrial Resins 2003 - 2005: Marketing Manager Dynea Oy 2001 - 2003: Controller, Group Finance Dynea Oy 2000 - 2001: Manager Business Analysis Fortum Oil&Gas 1999 - 2000: Product specialist Current key position of trust The Chemical Industry Federation of Finland: Member of the Board Shares: 716 Bertel Langenskiöld b. 1950 M.Sc. (Eng.) Principal occupation: Managing Director, Hartwall Capital Oy Ab Primary working experience Metso Paper and Fiber Technology 2009 - 2011: President Metso Paper 2007 - 2008: President Metso Paper's Fiber Business Line 2006 - 2007: President Metso Minerals 2003 - 2006: President Fiskars Corporation 2001 - 2003: President and CEO Tampella Power/Kvaerner Pulping, Power Division 1994 - 2000: President Current key position of trust Wärtsilä Corporation: Member of the Board Luvata Oy: Member of the Board Karelia-Upofloor Oy: Member of the Board Shares: - Malin Persson b. 1968 Board Member since 2005 and Member of the Nomination and Compensation Committee since 2005. M.Sc. (Eng.) Principal occupation: President and CEO, Volvo Technology Corporation Primary working experience Volvo Group: Holder of various executive positions including: AB Volvo: Vice President, Corporate Strategy and Business Development Volvo Transport Corp: Vice President, Business & Logistics Development Current key positions of trust Hexpol AB: Member of the Board Volvo Trucks AB: Member of the Board Shares: 4,259 Mikael Silvennoinen b. 1956 Board member since 2008 and Member of the Audit Committee since 2008. M.Sc. (Econ.) Principal occupation: President and CEO, Pohjola Bank Plc Primary working experience Pohjola Group 1989 - 1997: Holder of various executive positions Wärtsilä Group 1986 - 1989: Group Treasurer Current key positions of trust Pohjola Insurance Group Plc : Chairman of the Board Unico Banking Group: Member of the Steering Committee Shares: 3,043 |
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