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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. Cargotec class B share is listed at Nasdaq Helsinki and the company complies with the rules and guidelines of Helsinki Exchange and the Finnish Financial Supervision Authority. In 2019, Cargotec complied with all the recommendations of the Finnish Corporate Governance Code 2015, published by the Securities Markets Association and as of 1 Jan 2020, Cargotec complies with the Corporate Governance Code 2020 (www.cgfinland.fi).

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 Chairman and Vice Chairman 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 is not a static concept but evolves over time and reflects 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. Both genders shall be represented in Cargotec’s board. The company’s goal is to have a more balanced representation of genders on the Board. There shall be both genders in the Board, the target being at least two directors representing each 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 27 May 2020 appointed Ilkka Herlin, Tapio Hakakari, Peter Immonen, Teresa Kemppi-Vasama, Johanna Lamminen, Kaisa Olkkonen, Teuvo Salminen and Heikki Soljama as Board members.

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 May 2020, 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. In the overall evaluation, the Board considered the over ten year term of some Board members, but considered them still to be independent of the company.

Committees

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, but prepare issues which will be resolved by the Board.

Ilkka Herlin

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

Ownership of shares 30 Sep 2020*:
2,940,067 A shares
6,210,476 B shares
*direct ownership and the ownership of controlled corportions

Member and Chairman of the Board 2005–

Chairman of Nomination and Compensation Committee

Member of Audit and Risk Management Committee

Independent of the company. 


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

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

Chairman of the Board
University of Tampere 2018–
Finnish-Chinese Trade Association 2009–2017
 

Member of the Board
Foundation for a Living Baltic Sea; also co-founder, Chairman 2008–2017, member  2017
WIP Asset Management Ltd 2005–, Chairman 2000–2005 
Mariatorp Oy 2015–
Finnish Foundation for Share Promotion 2005–2011
John Nurminen Foundation 2005–2008

Other
Chairman of the Advisory Board, Aleksanteri Institute 2017, Vice Chairman 2011–2017

Tapio Hakakari

born 1953, Finnish, LL.M.

Ownership of shares 30 Sep 2020:
161,141 B shares

Member of the Board 2005– and Vice Chairman 2009–
Member of Nomination and Compensation Committee.

Independent of the company and significant shareholders

Interim President and CEO, Cargotec Corporation 10/2012–2/2013
Director, Secretary to the Board, KONE Corporation 1998–2006
Director Administration, KCI Konecranes Plc 1994–1998
Employed by KONE Corporation 1983–1994

Chairman of the Board:
Svenska Handelsbanken AB (publ), Branch Operation in Finland 2019–, member 2016–
Consti Yhtiöt Oy 2015–
Enfo Oyj 2007–2017
Opteam Yhtiot Oy 2013–2017, member 2011–2017
Esperi Care Oy 2006–2010

Member of the Board:
Hollming Oy 2008–2015
Etteplan Oyj 2004–2014
Martela Oyj 2003–2013
Havator Holding Oy 2007–2010

Teuvo Salminen

born 1954, Finnish, M.Sc. (Econ.), Authorised Public Accountant examination 1983

Ownership of shares 30 Sep 2020:
10,663 B shares

Member of the Board 2010–
Chairman of Audit and Risk Management Committee

Independent of the company and significant shareholders

Advisor, CapMan Plc 2010–2011
Employed by Pöyry Plc 1985–2009:
Group Executive Vice President, Deputy to the President and CEO 1999–2009
Head of Infrastructure & Environment Business Group 1998–2000
Head of Construction Business Group 1997–1998
Chief Financial Officer 1988–1999
Manager of Finance and Accounting 1985–1988

Chairman of the Board:
Glaston Corporation 2018–, Vice Chairman 2014–2018, member 2010–
Havator Oy 2010–
T2H Oy hall pj 2018–

Vice Chairman of the Board:
Pöyry Plc 2016–, member 2015–
CapMan Plc 2005–2013, member 2001–2005

Member of the Board:
Evli Bank Plc 2010–
3Step It Group Oy 2016–
Holiday Club Resorts Oy 2015–, chairman 2008–2015
Tieto Corporation 2010–2016
YIT Corporation 2001–2009 and 2014–2016

Peter Immonen

born 1959, Finnish, M.Sc. (Econ.)

Ownership of shares 30 Sep 2020*:
55,324 B shares
*direct ownership and the ownership of controlled corportions

Member of the Board 2005–

Member of Nomination and Compensation Committee

Independent of the company
Dependent of significant shareholders (Member of the Board of Wipunen varainhallinta oy and Mariatorp Oy).

Chairman of the Board 1995–2001 and 2005–, 
managing director 2002–2005, WIP Asset Management Oy

Deputy Chairman of the Board: 
Foundation for a Living Baltic Sea 2008–2016

Member of the Board:
Alma Media Corporation 2018–
Mariatorp Oy 2015–
Wipunen varainhallinta oy 2005–
Dasos Capital Oy 2010–
Finsilva Oyj 2015–
Finnish Shareholders Association 1988–2013

Teresa Kemppi-Vasama

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

Ownership of shares 30 Sep 2020:
1,607 B shares

Member of the Board 2017–
Member of the Nomination and compensation committee

Independent of the company and largest shareholders

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

Vice Chairman of the Board:
Kempower Oy 2020–, member 2018–
LUT University 2018–

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

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

Johanna Lamminen

Born 1966, D. Sc. (Tech.), MBA

Ownership of shares 30 Sep 2020:
1,607 B shares

Member of the Board 2017–

Independent of the company and largest shareholders

CEO, Gasum Ltd 2014–
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

Chairman of the Board:
Gasum AS 2014–2020

Member of the Board:
Sampo Plc 2019–
Finnish Foundation for Technology Promotion 2014–
Evli Bank Plc 2015–2019
Tieto Plc 2016–2019

Kaisa Olkkonen

born 1964, LL.M

Ownership of shares 30 Sep 2020:
1,897 B shares

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

Chairman of the Board:
SSH Communications Security Oyj 2016

Member of the Board:
Enfo Oyj 2016– (Vice Chairman 2019–, Chairman of the Audit Committee 2019–)
Air Navigation Services Finland Oy 2020–
Voltio Oy 2020–
John Nurminen Foundation 2017–
Finland-China Trade Association, Finland 2012–2016
Finnish Centre for New Enterprises, Finland 2012–2016
Digital Europe (the European ICT sector trade association) 2012–2016

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

Other:
Board member, Finnish Information Security Cluster ry 2017–2020
Chair, Business Europe Internal Market Committee 2015–2016
Vice Chair, Digital Economy Commission of the International Chamber of Commerce (ICC)2012–2016

Heikki Soljama

born 1954, M.Sc. (Power electronics)

Ownership of shares 30 Sep 2020:
1,897 B shares

Member of the Board 2016–

Independent of the company and largest shareholders

Employed by ABB Group 1980–2015:
Group Senior Vice President, ABB Ltd. Switzerland 2010–2015
Group Senior Vice President, ABB China Ltd. 2006–2010
Group Senior Vice President, ABB Oy, Finland 2003–2005
COE Manager, Cruise and Ferry, ABB Oy, Finland, 1995–2003

Member of the Board:

Koja Yhtiöt Oy 2016–
Koja Oy 2016–
Aker Arctic Technology Oy 2018–

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