menu

Our businesses:

{{displayStock}}

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 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 17 March 2022 appointed Jaakko Eskola, Ilkka Herlin, Teresa Kemppi-Vasama, Johanna Lamminen, Casimir Lindholm, 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 March 2022, 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 and Teuvo Salminen, 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 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.

The Nomination and Compensation Committee prepares a proposal to Cargotec’s Annual General Meeting concerning the composition and remuneration of the Board of Directors. The committee prepares the Remuneration policy and Remuneration report for the company’s governing bodies, i.e. the Board, the CEO and the deputy CEO, if such is appointed. The committee prepares a proposal to the Board regarding the appointment of the CEO and the terms of employment, and prepares the nomination and remuneration issues of other top management members as needed before Board approval. The committee handles and prepares Cargotec’s pay strategy and the long- and short-term incentive programmes and follows their outcome and functionality.

The Nomination and Compensation Committee consists of a minimum of three Board members. The Committee convenes as needed but at least three times a year. The CEO and the SVP Human Resources attend the committee meetings, except when they are the subject of discussion.

The chair of the Nomination and Compensation Committee is Jaakko Eskola, while Ilkka HerlinTeresa Kemppi-Vasama and Casimir Lindholm are members of the Committee. Committee members are independent of the company.

Jaakko Eskola

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

Ownership of shares 31 Dec 2021:
318 B shares

Chair of the Board 2022–, member 2021–, 
Chair of the Nomination and Compensation 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–
Neles Corporation, 2021–2022

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.

Ownership of shares 31 Dec 2021*:
2,940,067 A shares
6,211,020 B shares
*direct ownership and the ownership of controlled corportions

Vice Chair of the Board 2022–, Chair of the Board 2005–2022

Member 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).

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

Chair of the Board
University of Tampere 2018–2021

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–

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

Teuvo Salminen

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

Ownership of shares 31 Dec 2021:
11,047 B shares

Member of the Board 2010–
Chair of the 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

Chair of the Board:
T2H Oy 2018–
Glaston Corporation 2018–2021, Vice Chair 2014–2018, member 2010–2014
Havator Oy 2010–2019

Vice Chair of the Board:
Pöyry Plc 2016–2019, member 2015–2019

Member of the Board:
Evli Bank Plc 2010–
3Step It Group Oy 2016–
Holiday Club Resorts Oy 2015–2018, chair 2008–2015
Tieto Corporation 2010–2016
YIT Corporation 2001–2009 and 2014–2016

Teresa Kemppi-Vasama

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

Ownership of shares 31 Dec 2021:
1,895 B shares

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

Johanna Lamminen

Born 1966, D. Sc. (Tech.), MBA

Ownership of shares 31 Dec 2021:
1,895 B shares

Member of the Board 2017–

Independent of the company and largest shareholders

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:
Sampo Plc 2019–
CellMark AB 2021–he Research Institute of the Finnish Economy ETLA 2020–
Finnish Business and Policy Forum EVA 2020–
Pohjan Voima Oy 2022–
Evli Bank Plc 2015–2019
Tieto Plc 2016–2019

Casimir Lindholm

Born 1971, M.Sc. (Econ.), MBA

Ownership of shares 31 Dec 2021:
288 B shares

Member of the Board 2021–
Member of the Nomination and Compensation Committee
Independent of the company and largest shareholders

President and CEO, Eltel Group 2018–
President and CEO, Lemminkäinen Group 2014–2018;
Deputy to CEO 2014;
Executive Vice President,Building Construction Finland 2012–2014
Various managerial positions, Eltel Group and Eltel Networks Infranet AB 2008–2012

Member of the Board:
YIT Corporation 2022–
Uponor Group (Oyj) 2018–2022
Hartwall Capital Oy 2018–2021
Varma Mutual Pension Insurance Company 2017–2018

Kaisa Olkkonen

born 1964, LL.M

Ownership of shares 31 Dec 2021:
2,185 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

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–
SSH Communications Security Oyj 2016

Member of the Board:
Fintraffic Oy 2022–, Chair of the Audit Committee 2022–
Fintraffic Air Navigation Services Finland Oy 2020–2022
KPY Cooperative 2020–
Taiga Concept Oy 2021–
John Nurminen Foundation 2017–
Finnish Information Security Cluster ry 2017–2020

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

 

Heikki Soljama

born 1954, M.Sc. (Power electronics)

Ownership of shares 31 Dec 2021:
2,185 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–

What do you think of the site?