Cargotec’s Board of Directors includes a minimum of five and a maximum of right regular members, as well as a maximum of three deputy members. Board members are elected by the AGM for a term of office that expires at the end of the first AGM following their election. The Board elects the Chairman and Vice Chairman from among its members. The majority of Board members shall be independent of the company and significant shareholders. In the election of Board members, due attention should be paid to ensuring that members mutually complement one another in terms of experience and expertise in the company’s line of business and its stage of development.
In the AGM of 2012, the following were elected as members of the Board:
Tapio Hakakari (b. 1953), LL.M
Ilkka Herlin (b. 1959), Ph.D.
Peter Immonen (b. 1959), M.Sc. (Econ.)
Antti Lagerroos (b. 1945), LL. Lic.
Teuvo Salminen (b. 1954), M.Sc. (Econ.)
Anja Silvennoinen (b. 1960), M.Sc. (Eng.), MBA
Jorma Eloranta (b.1951), M.Sc. (Eng.)
The Board elected Ilkka Herlin as Chairman of the Board and Tapio Hakakari as Vice Chairman. Outi Aaltonen, Senior Vice President, General Counsel, is Secretary to the Board of Directors.
Member attendance in board meetings in 2012
Cargotec’s Board is responsible for the management and proper organisation of the company’s operations as well as representing the company. The duties of the Board are determined on the basis of the Articles of Association and the Finnish Limited Liability Companies Act. The Board has compiled a written charter for its work that defines its main duties and operating principles. In compliance with the charter, the Board convenes regularly seven to eight times a year, and whenever necessary, by invitation of the Chairman.
The Board’s responsibilities include approving the company’s financial statements and interim reports, the supervision of accounting and control of the company’s financial matters, and preparing issues to be presented to the Shareholders’ Meeting. The Board also decides on the company’s contributions, loans and guarantees. The Board elects Cargotec’s President and CEO and determines the related terms of employment. Furthermore, the Board confirms the company’s strategic plans and annual action plans, as well as significant acquisitions and investments, and approves the company’s risk management principles. In each of its meetings, the Board also discusses issues associated with Cargotec's strategic priorities or other current issues.
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 March 2013, the members of the Board are independent of the company and, with the exception of Ilkka Herlin and Peter Immonen, also independent of significant shareholders in the company. Ilkka Herlin, Chairman of the Board, is one of the largest owners of Cargotec through the company Wipunen varainhallinta oy controlled by him, holding over 20 percent of the votes and over 10 percent of the shares of the company. He is also a Board member in two major shareholder companies, Mariatorp Oy and D-sijoitus Oy. Peter Immonen is a Board member of Wipunen varainhallinta oy and Mariatorp Oy. Tapio Hakakari was the interim President and CEO as of 8 October 2012 until 28 February 2013, but because the position was temporary, the Board considers him to be independent of the company after the position has ended.
The Board has set up two committees to improve the efficiency of board work: the Audit and Risk Management Committee and the Nomination and Compensation Committee. The Board nominates the members and Chairman of the Committees from among its members and confirms the Committees’ charters. The Committees have no autonomous decision-making power. They prepare minutes of their meetings and report to the Board on a regular basis.