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 applies the insider guidelines of Nasdaq Helsinki Ltd, in addition to which Cargotec’s Board has approved internal insider regulations that are based on the stock exchange guidelines.
Cargotec maintains a list of its Managers and their closely associated persons. Cargotec’s Managers include the members of the Board of Directors, the CEO and other members of Cargotec Leadership Team. The Managers and their closely associated persons are obliged to notify Cargotec and the Finnish Financial Supervisory Authority of every transaction conducted on their own account relating to Cargotec’s financial instruments. Cargotec will publish each notification in the form of a stock exchange release.
Persons who, on the basis of an employment or other contract, work for the company and obtain insider information associated with a specific project, are entered in the company’s project-specific insider register, which is established when necessary.
Trading in Cargotec financial instruments is prohibited on the person’s own account or for the account of a third party
(a) if a person possesses inside information,
(b) regarding project-specific insiders, for the duration of the project until the project is published or otherwise terminated
(c) regarding Managers, during a period of 30 days prior to the publication of Cargotec’s annual or interim reports (closed window),
(d) regarding persons having access to full Cargotec financials, especially persons engaged with preparing Cargotec’s annual or interim reports, during a period of 30 days prior to the publication of such report, (extended closed window), or
(e) until execution of the contemplated merger of Konecranes Plc into Cargotec, regarding persons belonging to steering groups of the merger, or having regularly access to transaction related information of such steering groups, during a period of 30 days prior to the publication of annual or interim report (extended closed window).
A closed window regarding trading in Konecranes Plc financial instruments applies to persons to whom Cargotec closed window is applied, until execution of the contemplated merger. Konecranes closed window starts on the 15th day of the month prior to the end of each calendar quarter and ends when the corresponding interim report or the financial statement bulletin is published, including the day of publication of said report.
The General Counsel of Cargotec is responsible for the overall insider management in Cargotec, including necessary training. Corporate Legal is responsible for maintaining the list of Managers and the project-specific insider lists and informing the insiders on their insider status and of closed windows. Corporate Communications is responsible for disclosing the transactions of the Managers and their closely associated persons.
Related party transactions
Cargotec’s related parties include the subsidiaries, associated companies and joint ventures. Also the members of the Board of Directors, the CEO and other members of the Leadership Team, their close family members and entities controlled directly or indirectly by them, as defined in IAS 24, are related to Cargotec. Major shareholders with more than 20 percent ownership of shares or of the total voting rights in the company, are included in related parties. The company maintains lists of its related parties. The transactions with associated companies and joint ventures are followed in the financial reporting system. They are reported in Note 9.3 to the financial statements. The company has an instruction for the Board and Leadership Team members and major shareholders regarding recognising the related party transactions. They are obliged to inform the company of any planned agreements or other legal acts with any group company and asked annually to confirm if any related party transactions have taken place. The Board will handle all related party transactions that are not conducted in the ordinary course of business of the company or are not implemented under arm’s-length terms.