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BOARD OF DIRECTORS AND MANAGEMENT
Board of Directors
The Board of Directors’ duties and responsibilities are defined primarily by the Articles of Association and the Finnish Limited Liability Companies’ Act. The Board’s duties include:
• compiling of the Board of Directors’ report, interim reports and financial statements
• ensuring the proper organization and surveillance of the accounting and asset management
• preparation of proposals for the General Meeting and the convocation of the General Meetings
• approval and confirmation of strategic guidelines and the principles of risk management
• ratification of annual budgets and plans
• possible appointment of a full-time Chairman, executive Vice Chair of the Board and appointment of a President and CEO, and decisions on the terms and conditions of their employment
• decisions on the company’s corporate structure
• decisions on major acquisitions and investments
• decisions on other matters falling under the Board’s responsibility by law
The Board has created rules of procedure stipulating the duties of the Board, its Chairman and its Committees. The Board of Directors holds seven regular meetings a year and additional meetings as required. The Board of Directors reviews its own performance and procedures once a year.
The Annual General Meeting elects five to ten members and no more than three deputy members to the Board of Directors for one year at a time in accordance with KONE Corporation’s Articles of Association. The Board of Directors elects a Chairman and Vice Chair among its members. The proposals for Board members are prepared by the Nomination and Compensation Committee and under the steering of the Chairman of the Board. During the preparation and in the proposal to the General Meeting of Shareholders, attention is paid to the board candidates’ broad and mutually complementary background, experience, expertise, age, gender and views of both KONE’s business and other businesses so that the diversity of the board supports KONE’s business and its future in the best available way.
The Chairman of the Board of Directors of KONE Corporation is Antti Herlin. Jussi Herlin is the Vice Chair of the Board. The other members of the Board are Matti Alahuhta, Susan Duinhoven, Iiris Herlin, Ravi Kant, Krishna Mikkilineni, Marika Fredriksson and Marcela Manubens. Out of the nine Board Members, five are male and four female.
Of the members of the Board of Directors, Matti Alahuhta, Susan Duinhoven, Iiris Herlin, Ravi Kant, Krishna Mikkilineni, Marika Fredriksson and Marcela Manubens are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the company’s significant shareholders.
In 2022, the Board of Directors convened seven times, with an average attendance rate of 93%. Johannes Frände, Executive Vice President, General Counsel, serves as Secretary to the Board and to its Committees.
The Board of Directors has appointed two committees consisting of its members: the Audit Committee and the Nomination and Compensation Committee. The Board has confirmed rules of procedure for both Committees. The Secretary to the Board acts as the Secretary of both Committees.
The Audit Committee
The Audit Committee monitors the Group’s financial situation and supervises reporting related to the financial statements and interim reports. The Audit Committee monitors and assesses the adequacy and appropriateness of KONE’s internal control and risk management, as well as the adherence to rules and regulations. It also deals with the Corporation’s internal audit plans and reports. The Head of Assurance reports the internal audit results to the Committee. The Audit Committee also monitors and evaluates how agreements and other transactions between the company and its related parties meet the requirements relating to ordinary business operations and general market terms and monitors and oversees the financial statement and financial reporting process. In addition, the Audit Committee processes the description of the main features of the internal control and risk management systems pertaining to the financial reporting process included in the company’s corporate governance statement. The Audit Committee evaluates the auditing of the Group’s companies and the appropriateness of the related arrangements and auditing services and considers the auditors’ reports. Furthermore, the Committee formulates a proposal to the Annual General Meeting regarding the auditors to be selected for the Corporation.
Members of the Audit Committee:
Susan Duinhoven (Chair), Matti Alahuhta, Marika Fredriksson and Jussi Herlin. Susan Duinhoven, Matti Alahuhta and Marika Fredriksson are independent of both the company and of significant shareholders.
The Audit Committee held three meetings in 2022, with an average attendance rate of 91%.
Kristian Snäll serves as the Head of Assurance.
The Nomination and Compensation Committee
The Nomination and Compensation Committee prepares proposals to be made to the Annual General Meeting regarding the nomination of Board members and their compensation, makes decisions regarding senior management appointments and compensation and oversees the succession planning of senior management, including the President and CEO. The Committee also decides on the compensation systems to be used, and prepares the remuneration policy and remuneration report for the company’s governing bodies.
Members of the Nomination and Compensation Committee:
Jussi Herlin (Chair), Matti Alahuhta, Antti Herlin and Ravi Kant. Matti Alahuhta and Ravi Kant are independent of both the company and of significant shareholders.
The Nomination and Compensation Committee held seven meetings in 2022, with an average attendance rate of 100%.
KONE Corporation’s Board of Directors appoints the Chairman of the Board, the possible executive Vice Chair of the Board and the President and CEO. The Board determines the terms and conditions of employment of the executive Vice Chair of the Board and the President and CEO, and these are defined in their respective written contracts. The Chairman of the Board and the Vice Chair of the Board prepare matters to be considered by the Board together with the President and CEO and the corporate staff. The Chairman of the Board, the Vice Chair of the Board and the President and CEO are responsible for the execution of the targets, plans, strategies and goals set by the Board of Directors within the KONE Group. The President and CEO is responsible for operational leadership within the scope of the strategic plans, budgets, operational plans, guidelines and orders approved by KONE Corporation’s Board of Directors. The President and CEO presents operational matters to the Board and is responsible for implementing the decisions of the Board.
Antti Herlin serves as the Chairman of the Board and Jussi Herlin as the Vice Chair. Henrik Ehrnrooth serves as the President and CEO.
The Executive Board supports the President and CEO in executing the corporate strategy. The Executive Board follows business developments, initiates actions and defines operating principles and methods in accordance with guidelines handed down by the Board of Directors and the President and CEO. The Executive Board holds regular monthly meetings and additional meetings as required.
Members of the Executive Board:
KONE’s Executive Board consists of President and CEO Henrik Ehrnrooth and 13 Members. The other members of Executive Board are Joe Bao, Axel Berkling, Hugues Delval, Johannes Frände, Samer Halabi, Ilkka Hara, Mikko Korte, Maciej Kranz, Karla Lindahl, Tomio Pihkala, Susanne Skippari, Ken Schmid and Tricia Weener.