31.01.2017, 18:11
Konecranes Plc’s Nomination and Compensation Committee’s proposal for composition and compensation of the Board of Directors
OREANDA-NEWS. Konecranes Plc’s Nomination and Compensation Committee proposes to the Annual General Meeting of Shareholders on March 23, 2017 that the number of Board members be eight (8).
The Nomination and Compensation Committee of the Board of Directors proposes that of the current Board members Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenski?ld, Mr. Ulf Liljedahl, Ms. Malin Persson and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2018.
Of the current Board members Mr. Stig Gustavson and Mr. Svante Adde have announced that they will not be available for re-election.
Under § 5 of the company's Articles of Association, Terex Corporation currently has the right to appoint two members to the company's Board of Directors upon written notice to the company. Terex Corporation has appointed Mr. David A. Sachs and Mr. Oren G. Shaffer to the Board of Directors.
All candidates, as well as Mr. David A. Sachs and Mr. Oren G. Shaffer, 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.
Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenski?ld, Mr. Ulf Liljedahl and Mr. Christoph Vitzthum, are deemed to be independent of the company and any significant shareholders. While Ms. Malin Persson has served as director of the company for more than ten consecutive years, she is deemed to be independent of the company since her independence is not compromised by this or any other factor according to the Board's overall evaluation. She is also deemed to be independent of significant shareholders. Both Mr. David A. Sachs and Mr. Oren G. Shaffer are deemed to be dependent of a significant shareholder of the company based on their positions as Chairman of the Board of Directors and member of the Board of Directors of Terex Corporation, respectively.
Compensation of the Board of Directors
The Nomination and Compensation 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 at the Annual General Meeting for the term until the closing of the Annual General Meeting in 2018 be unchanged as follows: Chairman of the Board EUR 140,000, Vice Chairman of the Board EUR 100,000, and other Board members EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2018, 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 Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares. The remuneration shares may be purchased on the market on behalf of the Board members at a price determined in public trading at the time of acquiring the shares or transferred in a corresponding number of treasury shares. The purchase of shares or transfer of treasury shares shall be carried out in four equal instalments, each instalment being purchased or transferred 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 2017.
In case the shares due in any such instalment cannot be purchased or transferred within the time period indicated above due to legal or other regulatory restrictions or due to reasons related to a Board member, the amount of annual remuneration due for payment in such instalment shall be paid fully 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. Such compensation will be paid in connection with each instalment of the annual remuneration to the extent accrued. Any compensation accruing after the payment of the last instalment of the annual remuneration will be paid, without undue delay, after the end of the term of office of the Board member. No remuneration will be paid to Board members employed by the company. Travel expenses will be compensated against receipt.
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. The Group has 18,000 employees at 600 locations in 50 countries. Konecranes class A shares are listed on the Nasdaq Helsinki (symbol: KCR).
The Nomination and Compensation Committee of the Board of Directors proposes that of the current Board members Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenski?ld, Mr. Ulf Liljedahl, Ms. Malin Persson and Mr. Christoph Vitzthum be re-elected for a term of office ending at the closing of the Annual General Meeting in 2018.
Of the current Board members Mr. Stig Gustavson and Mr. Svante Adde have announced that they will not be available for re-election.
Under § 5 of the company's Articles of Association, Terex Corporation currently has the right to appoint two members to the company's Board of Directors upon written notice to the company. Terex Corporation has appointed Mr. David A. Sachs and Mr. Oren G. Shaffer to the Board of Directors.
All candidates, as well as Mr. David A. Sachs and Mr. Oren G. Shaffer, 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.
Mr. Ole Johansson, Ms. Janina Kugel, Mr. Bertel Langenski?ld, Mr. Ulf Liljedahl and Mr. Christoph Vitzthum, are deemed to be independent of the company and any significant shareholders. While Ms. Malin Persson has served as director of the company for more than ten consecutive years, she is deemed to be independent of the company since her independence is not compromised by this or any other factor according to the Board's overall evaluation. She is also deemed to be independent of significant shareholders. Both Mr. David A. Sachs and Mr. Oren G. Shaffer are deemed to be dependent of a significant shareholder of the company based on their positions as Chairman of the Board of Directors and member of the Board of Directors of Terex Corporation, respectively.
Compensation of the Board of Directors
The Nomination and Compensation 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 at the Annual General Meeting for the term until the closing of the Annual General Meeting in 2018 be unchanged as follows: Chairman of the Board EUR 140,000, Vice Chairman of the Board EUR 100,000, and other Board members EUR 70,000. In case the term of office of a Board member ends before the closing of the Annual General Meeting in 2018, 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 Committee furthermore proposes that 50 per cent of the annual remuneration be paid in Konecranes shares. The remuneration shares may be purchased on the market on behalf of the Board members at a price determined in public trading at the time of acquiring the shares or transferred in a corresponding number of treasury shares. The purchase of shares or transfer of treasury shares shall be carried out in four equal instalments, each instalment being purchased or transferred 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 2017.
In case the shares due in any such instalment cannot be purchased or transferred within the time period indicated above due to legal or other regulatory restrictions or due to reasons related to a Board member, the amount of annual remuneration due for payment in such instalment shall be paid fully 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. Such compensation will be paid in connection with each instalment of the annual remuneration to the extent accrued. Any compensation accruing after the payment of the last instalment of the annual remuneration will be paid, without undue delay, after the end of the term of office of the Board member. No remuneration will be paid to Board members employed by the company. Travel expenses will be compensated against receipt.
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. The Group has 18,000 employees at 600 locations in 50 countries. Konecranes class A shares are listed on the Nasdaq Helsinki (symbol: KCR).
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