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Governance

Cargotec's governance and management are based on the Finnish Limited Liability Companies Act and Securities Markets Act, as well as the Company’s Articles of Association and Code of Conduct. The Cargotec class B share is listed at Nasdaq Helsinki and the Company complies with the rules and guidelines of Helsinki Stock Exchange and the Finnish Financial Supervision Authority as well as with all the recommendations of the Finnish Corporate Governance Code 2020, published by the Securities Markets Association (www.cgfinland.fi/en).

Cargotec’s Board of Directors includes a minimum of six and a maximum of twelve 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 Chair and Vice Chair from among its members. The majority of Board members shall be independent of the company and significant shareholders.

The Board’s composition shall support the overall goal of implementing Cargotec´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 our strategic business areas and of the cultures in which we operate, 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. The Nomination and Compensation committee shall pay attention to the diversity criteria, when identifying and proposing new candidates to the Board, as well as when proposing re-election of current members.

The Annual General Meeting held on 23 March 2023 appointed Jaakko Eskola, Raija-Leena Hankonen-Nybom, Ilkka Herlin, Teresa Kemppi-Vasama, Tapio Kolunsarka, Johanna Lamminen, Kaisa Olkkonen and Ritva Sotamaa as Board members. In its organising meeting, the Board elected Jaakko Eskola to continue as Chair of the Board and Ilkka Herlin as Vice Chair of the Board. Outi Aaltonen, Senior Vice President, General Counsel, serves as the Secretary to the Board of Directors.

Duties

The Board confirms Cargotec’s strategy and will monitor its implementation. As stipulated in the Finnish Limited Liability Companies Act and the Articles of Association, the Board is responsible for the management and proper organisation of the company’s operations as well as representing the company. The Board has compiled a written charter for its work that defines its main duties and operating principles. The Board’s responsibilities include approving the company’s annual, half-year and interim financial statements and ensuring that the supervision of accounting and the control of the company’s financial matters is properly organised. The Board decides on significant loans, acquisitions and investments and approves the annual and long-term operational and financial plans as well as risk management principles. Violations against Cargotec’s Code of Conduct are reported to the Board. The Board approves the long- and short-term incentive programmes and their outcome. The Board appoints Cargotec’s CEO and determines the related terms of employment. As defined in the Board annual plan, the Board has theme meetings in which issues associated with one business area at a time or other current theme are discussed. In connection with each meeting, the Board discusses also in the absence of the executive management.

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 2023, the members of the Board are independent of the company and, with the exception of Ilkka Herlin, also independent of significant shareholders in the company. In the overall evaluation, the Board considered the over ten year term of Ilkka Herlin, but considered him still to be independent of the company.

Committees

To improve the efficiency of board work, the Board has set up two permanent committees, the Audit and Risk Management Committee and the Nomination and Compensation Committee and a temporary Demerger Committee. The Board nominates the members and the Chairs of the Committees from among its members and confirms the Committees’ charters. The Committees have no autonomous decision-making power, but prepare issues which will be resolved by the Board. A new temporary Demerger Committee was established in 2023 to support the proposed standalone Kalmar listing readiness preparations.

Jaakko Eskola

Born 1958, Finnish
M.Sc. (Eng.)

 

Chair of the Board 2022–, member 2021–, 
Chair of the Nomination and Compensation Committee
Chair of the Demerger Committee
Independent of the company and largest shareholders

Wärtsilä Corporation, President & CEO 2015–2021,
Senior Executive Vice President and Deputy to the CEO 2013–2015,
President, Marine Solutions 2006–2015
Vice President, Power Plants Sales & Marketing 2005–2006

Wärtsilä Development & Financial Services Oy
President 1998–2005

Chair of the Board:
Enersense International Oyj, 2021–
Suominen Oyj, 2021–
Varma Mutual Pension Insurance Company, 2022–, Deputy Chair 2021
Technology Industries of Finland, 2022–

Vice Chair of the Board:
Valmet Corporation, 2022–

Member of the Board:
Confederation of Finnish Industries (EK), 2022–

 

Ilkka Herlin

born 1959, Finnish,
D.Ph. D.Sc. (Tech) h.c.,
D.Sc. (Agr & For) h.c.

 

Vice Chair of the Board 2022–, Chair of the Board 2005–2022
Member of Nomination and Compensation Committee
Independent of the company

Significant shareholder (Wipunen varainhallinta oy) 
Not independent of significant shareholders (Member of the Board of Mariatorp Oy).

Chair of the Board, Wipunen varainhallinta oy 2005– 
Managing Director, Security Trading Oy 1987–2000
Member of the Board, KONE Corporation 1990–2000

Member of the Board
Foundation for a Living Baltic Sea; also co-founder, Chair 2008–2017, member  2017
WIP Asset Management Ltd 2005–, Chair 2000–2005 
Mariatorp Oy 2015–

 

Raija-Leena Hankonen-Nybom

b. 1960, M.Sc. (Econ.), Authorised Public Accountant examination

 

 

Member of the Board 2023–
Chair of the Audit and Risk Management Committee

Independent of the company and significant shareholders

KPMG Oy Ab:
Chair of the Board 2016–2018; 
CEO 2010–2016; 
Head of Audit 2006–2010;
Lead Audit Partner of large corporates in financial services, manufacturing and retail industry 2006–2019;
various audit and IFRS client engagements in Finland and abroad 1987–2005

Member of the Board:

Danske Bank A/S, 2020–, Chair of the Audit Committee 2021–
Posti Group Oyj, 2020–, Chair of the Audit Committee 2020–
Metsä Board Oyj, 2021–, Chair of the Audit Committee 2021–
Helsinki Deaconess Institute Foundation sr, 2020–,  Chair of the Audit Committee 2022–
Savonlinna Opera Festival Support Association ry, 2018–

Teresa Kemppi-Vasama

Born 1970, M.Pol.Sc. (social psychology), MBA

Member of the Board 2017–
Member of the Nomination and Compensation Committee
Member of Demerger Committee

Independent of the company and largest shareholders

CEO, Vice Chair of the Board, Kemppi-Yhtiöt Oy 2020–
Executive Chair of the Board, Kemppi Oy 2014–
CEO, Kemppi Oy 2017
Manager, BD & MI, Kemppi Oy 2009–2014
CEO, Chair of the Board, Auro Invest Oy 2007–
Various positions at Finnish Red Cross 1997–2009
Consultant, Accenture 1996–1997

Chair of the Board:
LUT University 2022–, member 2018–

Vice Chair of the Board:
Kempower Oyj 2020–, member 2018–

Member of the Board:
Kemppi Group Oy 2012–
Viipurin Taloudellinen Korkeakouluseura ry 2020–

Other:
Chair of the Executive Committee, Association for Finnish Work 2015–

Tapio Kolunsarka

Born 1975, M. Sc. (Engineering and Economics)

 

Member of the Board 2023–
Member of the Audit and Risk Management Committee
Member of the Demerger Committee

Independent of the company and largest shareholders

President and CEO, Insta Group 2023–
President and CEO, Evac Group  2020–2023
President and CEO, Ramirent Plc 2016–2020
Executive Vice President, UPM Raflatac 2013–2016
Several leading positions, UPM Raflatac, Finland and USA 2002–2013
Consultant, McKinsey & Company 2000–2002

Chair of the Board:

Leijona Instituutti Oy, 2023–

Member of the Board:

Aspo Plc, 2022–
Millog Oy, 2023–
Senop Oy, 2023–
Aidian Oy, 2023–
Purmo Group, 2018–2021

Johanna Lamminen

Born 1966, D. Sc. (Tech.), MBA

 

Member of the Board 2017–
Member of the Audit and Risk Management Committee

Independent of the company and largest shareholders

CEO, Novana Oy 2023–
Senior Advisor, Gasum Ltd 2021–2022
CEO, Gasum Ltd 2014–2021
Executive Vice President and deputy to CEO, Gasum Ltd 2013–2014
CEO, Danske Bank Finland 2012–2013
CFO, Danske Bank Finland 2011–2012
CFO, deputy to CEO, Evli Bank Plc, Finland 2005–2011
CFO, SSH Communication Security Corporation, Finland 1999–2005
Director, Finnetcom Oy, Finland 1996–1999

Chair of the Board:
Finnish Foundation for Technology Promotion 2019–, member 2014–2019
Savonlinna Opera Festival 2022–

Member of the Board:
Mandatum Plc 2023–
Alisa Bank Plc 2023–
CellMark AB 2021–
The Research Institute of the Finnish Economy ETLA 2020–
Finnish Business and Policy Forum EVA 2020–
Sampo Plc 2019–2023


Kaisa Olkkonen

born 1964, LL.M

 

Member of the Board 2016–
Member of the Audit and Risk Management Committee 2016–

Independent of the company and largest shareholders

CEO, SSH Communications Security Oyj 2017–2020
Employed by Nokia Corporation:
Vice President, Government Relations 2012–2016
Vice President, EU Representative Office, Corporate Relations and Responsibility 2010-2012
Vice President, Legal and IP, Services 2008–2010
Vice President, Legal, Multimedia 2004–2007
Various leadership positions at Nokia Mobile Phones 1999–2004

Chair of the Board:
Veikkaus Oy 2022–
Medanta Oy 2022–
Enfo Oyj 2020–, Vice Chair 2019–2020, member 2016–, Chair of the Audit Committee 2019–2020
Fixably Oy 2020–

Member of the Board:
Fintraffic Oy 2022–, Chair of the Audit Committee 2022–
KPY Cooperative 2020–
Taiga Concept Oy 2021–
John Nurminen Foundation 2017–

Advisor:
Morelex Oy 2014–
3D Bear Oy 2016–

 

Ritva Sotamaa

b. 1963, Master of Laws, served on the bench

 

Member of the Board 2023–
Member of the Nomination and Compensation Committee

Independent of the company and largest shareholders

Unilever Plc, London, UK, Chief Legal Officer and member of the Leadership Executive 2013–2022, Company Secretary 2018–2022
Siemens Healthcare, Erlangen, Germany, General Counsel 2009–2013
GE Healthcare, several General Counsel roles, mostly based out of Wisconsin, USA 2003–2009
Instrumentarium Corporation, General Counsel 1998–2003
Partek Corporation, Legal Counsel 1996–1998
Instrumentarium Corporation, Legal Counsel 1989–1996

Member of the Board:

Fiskars Group, 2015–

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