Board Committees

董事会已经任命了两个委员会s consisting of its members: The Audit Committee and the Human Resources Committee. The Board has confirmed rules of procedure for both Committees. Until March 28, 2019, the Company had also a Nomination Committee, which was replaced by the permanent Shareholders’ Nomination Board at the Annual General Meeting on March 28, 2019.

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, the 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 theCharter of the Audit Committee, which is based on a Board resolution as part of the Company’s corporate governance principles.

Board’s Audit Committee comprises of the following members:

• Mr. Ulf Liljedahl, Chairman since March 23, 2017, member since September 15, 2016
• Ms. Päivi Rekonen, member since March 27, 2018
• Mr. Niko Mokkila, member since June 11, 2020

Mr. Ulf Liljedahl and Ms. Päivi Rekonen are deemed to be independent of the Company and any significant shareholders. While Mr. Niko Mokkila is deemed to be independent of the Company, he is deemed to be dependent of a significant shareholder of the Company based on his current position as Managing Director at Hartwall Capital Oy Ab. All members have sufficient expertise on corporate management. In addition, all members have a degree in business administration and/or economics.

In 2020, Konecranes’ Audit Committee convened 10 times. The attendance of the Audit Committee members at meetings was 97 percent.

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 Konecranes Leadership Team (KLT);

• 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 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 Board shall appoint the members and the Chairman of the Human Resources Committee from among its members. 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 tasks and responsibilities are defined in aCharter of the Human Resources Committeewhich is based on a Board resolution as part of the Company’s corporate governance principles.

Board’s Human Resources Committee comprises of the following members:

• Ms. Janina Kugel, Chairwoman since June 11, 2020
• Mr. Christoph Vitzthum, member since March 23, 2017
• Mr. Per Vegard Nerseth, member since June 11, 2020
  

All members of the Human Resources Committee are deemed to be independent of the Company and its significant shareholders.

In 2020, Konecranes’ Human Resources Committee convened 10 times. The attendance of the Human Resources Committee members at meetings was 100 percent.