Board of Directors
Pursuant to the Articles of Association of Kalmar, the Board of Directors shall comprise of a minimum of five and a maximum of ten members. The Annual General Meeting elects the members of the Board of Directors. The Board of Directors elects the Chair of the Board of Directors from among its members. The term of office of the members of the Board of Directors will expire at the end of the next Annual General Meeting following the election.
The Annual General Meeting of Cargotec resolving on the demerger, held on 30 May 2024, appointed Jaakko Eskola (Chair of the Board), Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen and Emilia Torttila-Miettinen. Ulla Bono, General Counsel, serves as the Secretary to the Board of Directors.
The term of office of Kalmar’s members of the Board of Directors commenced upon registration of the completion of the demerger on the effective date and shall expire at the end of the first Annual General Meeting of Kalmar following the effective date.
The Board of Directors is responsible for Kalmar’s administration and the appropriate organisation of its operations. The Board of Directors decides on company-wide significant matters of principal importance, such as the strategy, key investments, organisation and financial affairs. Furthermore, the Board of Directors appoints and dismisses the President and CEO, supervises their actions and decides on their remunerations and other terms and conditions of employment and/or the contract of service.
The Board of Directors shall convene in accordance with a schedule agreed in advance and as needed. The Board of Directors constitutes a quorum when more than half of the elected members are present. When this proportion is calculated, disqualified members are excluded. Minutes are kept of all meetings.
The Board’s composition shall support the overall goal of implementing Kalmar’s strategy. According to the Board’s diversity principles, board diversity shall evolve over time and reflect the operations strategy and the future needs of the company. The diversity factors include work experience in the strategic business areas and of the cultures in which Kalmar operates, as well as educational background, age and gender. There shall be both genders in the Board, the target being at least two directors of the underrepresented gender. In addition to the abovementioned, the Shareholders’ Nomination Board shall consider the principles concerning diversity of the Board of Directors, the independence requirements of the Finnish Corporate Governance Code and the rules of Nasdaq Helsinki applicable to the Company.
Self-assessment and independence review
The Board reviews its own performance and procedures once a year through internal self-assessment. Moreover, the Board conducts an annual assessment of the independence of its members. According to the assessment conducted in May 2024, the members of the Board are independent of the company and also independent of significant shareholders in the company.
Committees
The Board of Directors has established two permanent committees to assist the Board of Directors in the preparation and performance of its duties and responsibilities, the Audit and Risk Management Committee and the Personnel and Remuneration Committee, and has adopted written charters setting forth the purpose, composition, operation, and duties of the committees. The Board of Directors elects the members and the chairs for the committees from among its members. Members are appointed for a term of office which expires at the closing of the next Annual General Meeting following the election.
In addition, a Shareholders’ Nomination Board has been established for Kalmar and its charter has been adopted
Audit and Risk Management Committee
The composition of the Audit and Risk Management Committee is determined by the Board of Directors. The Audit and Risk Management Committee shall comprise at least three members.
The committee’s task is, in greater detail than is possible for the Board as a whole, to review the auditing work, the auditors’ fees, the internal controls, the scope of the internal and external audits, Kalmar’s financial policies, and other procedures for managing Kalmar’s risks. A particular purpose of the Audit and Risk Management Committee is to assist the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial and sustainability reporting process. The committee has no independent decision-making power, but the Board makes decisions based on the recommendations made by the committee.
In discharging its oversight role, the committee is empowered to investigate any matter within its scope of authority, including access to all records and personnel of the Company and it also has the authority to retain outside expertise for this purpose.
The Chair of the Audit and Risk Management Committee has the responsibility to lead the committee’s work and to ensure that the committee attends to the tasks that fall within its authority.
The committee reports on its work to the Board of Directors. The secretary to the committee shall be nominated by the Board. Minutes shall be prepared for each meeting.
The chair of the Audit and Risk Management Committee is Sari Pohjonen while Lars Engström, Marcus Hedblom and Vesa Laisi are members of the committee. The committee members are independent of the company and of major shareholders.
Personnel and Remuneration Committee
The Personnel and Remuneration Committee shall comprise at least three members. The committee is responsible for preparing a proposal to the Board of Directors regarding the appointment of the President and CEO and the terms of their service, and prepares the nomination, succession and remuneration issues of other top management members as needed before board approval. The committee prepares the remuneration policy and remuneration report for Kalmar’s governing bodies. Furthermore, the Personnel and Remuneration Committee prepares Kalmar’s remuneration strategy and compensation systems to be used and follows their outcome and functionality. The secretary to the committee shall be nominated by the Board of Directors from the operative management team and minutes shall be prepared for each committee meeting.
The Chair of the Personnel and Remuneration Committee is Jaakko Eskola, while Teresa Kemppi-Vasama and Emilia Torttila-Miettinen are members of the Committee. The committee members are independent of the company and of major shareholders.
Shareholders’ Nomination Board
Kalmar’s Nomination Board is responsible for preparing proposals concerning the number, the election, and the remuneration of the members of the Board of Directors to the Annual General Meeting, and if necessary, to the Extraordinary General Meeting, of Kalmar.
The Chair of Kalmar's Board of Directors shall request each of the four largest shareholders to appoint one member to the Nomination Board by the last day of June each year. The members of the Nomination Board are appointed as follows: two largest shareholders of Class A Shares are entitled to appoint one member each, and two largest shareholders of Class B Shares, who do not own any Class A Shares, are entitled to appoint one member each. The Chair of Kalmar’s Board of Directors participates in the Nomination Board’s work as an expert without having a right to participate in the decision-making of the Nomination Board.
The number of votes held by each shareholder of all shares in Kalmar are determined based on the shareholders’ register of Kalmar as per the situation on the first banking day of June each year.
The Nomination Board has been established until further notice until otherwise decided by the General Meeting. The term of office of the members of the Nomination Board expires annually upon the appointment of new members of the Nomination Board.
Charter of the Shareholder’s Nomination Board
Board share ownership
The table sets forth the number of shares and votes in Cargotec held by the proposed members of Kalmar’s Board of Directors as at 20 May 2024.
The information is updated quarterly.