Kalmar Corporation's Board Composition and Remuneration Proposal
The Shareholders' Nomination Board of Kalmar Corporation is gearing up for the upcoming Annual General Meeting, scheduled for March 2025. Significant proposals regarding the board's composition and remuneration structure are on the table, reflecting the company's commitment to excellence in governance.
Proposed Board Members
The Nomination Board has put forward a proposal to maintain an eight-member Board of Directors. This proposal includes re-electing current board members Jaakko Eskola, Lars Engström, Marcus Hedblom, Teresa Kemppi-Vasama, Vesa Laisi, Sari Pohjonen, and Emilia Torttila-Miettinen, along with the exciting addition of Casimir Lindholm as a new member. Each nominee has consented to their nomination and has been deemed independent of both the company and its significant shareholders.
Independence and Competence
Ensuring the board's independence and competence is a priority for the Nomination Board. Their comprehensive approach guarantees that each nominee possesses the necessary expertise and that collectively, the board has the required skills and experience to drive the company forward effectively.
Remuneration Framework for Board Members
The Nomination Board has also outlined a structured remuneration plan for board members, which is essential in attracting the right talent to manage the company's strategic direction. The proposed annual fees are as follows:
- Chair of the Board: EUR 160,000
- Vice Chair of the Board: EUR 95,000
- Other Board members: EUR 80,000
In addition to the base remuneration, financial incentives based on participation in various committees are also proposed:
- Chair of the Audit and Risk Management Committee: EUR 20,000
- Member of the Audit and Risk Management Committee: EUR 10,000
- Chair of the Personnel and Remuneration Committee: EUR 15,000
- Member of the Personnel and Remuneration Committee: EUR 10,000
- Chair of any additional committee: EUR 15,000 (maximum)
- Member of additional committees: EUR 5,000
Moreover, board members will receive a meeting fee: EUR 1,000 for local meetings, EUR 2,000 for international meetings, and EUR 3,000 for intercontinental meetings, reflecting a structured approach to compensating effort and participation.
Remuneration Payment Structure
Interestingly, around 40% of the annual remuneration will be compensated in Kalmar's class B shares, promoting alignment between board members' interests and those of shareholders. The acquisition of these shares will begin after the Q1 2025 interim results are announced, with the company handling any transfer fees associated with these shares.
Composition of the Nomination Board
The Nomination Board is composed of four members, selected from the two largest shareholders of each class of shares. This approach helps ensure that the board is closely aligned with shareholder interests while also fostering a comprehensive governance structure.
Members of the Nomination Board
Current members of the Nomination Board include:
- Ilkka Herlin, appointed by Wipunen Varainhallinta Oy
- Heikki Herlin, appointed by Mariatorp Oy
- Mikko Mursula, Deputy CEO at Ilmarinen Mutual Pension Insurance Company
- Carl Pettersson, CEO at Elo Mutual Pension Insurance Company
All members of the Nomination Board possess a wealth of experience, which will contribute significantly to Kalmar's governance and strategic direction.
Conclusion
In conclusion, Kalmar Corporation's upcoming proposals for board composition and remuneration reflect a strategic intent to enhance governance and accountability. With their focus on independence and expertise, alongside a robust remuneration strategy, Kalmar is positioned to navigate the evolving challenges of the market methodically.
Frequently Asked Questions
What is the main proposal put forward by the Shareholders’ Nomination Board?
The Shareholders’ Nomination Board proposes re-election of current members and the election of Casimir Lindholm to the Board of Directors during the upcoming Annual General Meeting.
How many members will Kalmar's Board of Directors have?
The proposed Board of Directors will consist of eight members, including the current and newly nominated members.
What is the proposed annual compensation for Board members?
The proposed annual compensation includes EUR 160,000 for the Chair, EUR 95,000 for the Vice Chair, and EUR 80,000 for other members.
How will the remuneration be structured?
Approximately 40% of the fixed yearly remuneration will be paid in Kalmar shares, with additional fees for committee participation and meeting attendance.
Who are the current members of the Nomination Board?
The Nomination Board includes Ilkka Herlin, Heikki Herlin, Mikko Mursula, and Carl Pettersson, each appointed by their respective companies based on share ownership.
