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 Shareholders’ meeting is convened by the Board of Directors and held in the company’s domicile, Helsinki, Finland.
The Annual General meeting (AGM) is held annually within three months of the closing of the financial period, on a day designated by the Board. An exception to the three month timeframe will take place in 2020, as Cargotec decided to cancel its Annual General Meeting from Tuesday 17 March 2020 and moved it to 27 May 2020 based on the development of the coronavirus situation and the announcement by the Finnish Government on 16 March.
An extraordinary Shareholders’ meeting in respect of specific matters shall be held when considered necessary by the Board, or when requested in writing by a company auditor or by shareholders representing at least 10 percent of all the issued shares of the company.
The issues decided on by the AGM include the adoption of the financial statements, distribution of profit, granting of release from liability to the members of the Board of Directors and to the CEO, the election of and remuneration payable to the members of the Board and auditor. The Shareholders’ meeting also has the right to amend the Articles of Association, and make decisions and authorise the Board of Directors to make decisions on the acquisition of treasury shares, on share issues and on option programmes.
Notice of the Shareholders’ meeting is published as a stock exchange release and on Cargotec’s website. This notice includes the agenda for the meeting, proposals made by the Board and the Board Committees to the meeting and instructions regarding registration and attendance. The names of candidates for the Board of Directors are published in connection with the notice of the Shareholders’ meeting, if the candidates have given their consent to their election and the proposal has been made by the Board Nomination and Compensation Committee, or if the proposal is supported by shareholders representing at least ten percent of the total voting rights of the company. The names of any candidates appointed after the notice has been issued will be published separately if the aforementioned conditions are met. Furthermore, the Board Audit and Risk Management Committee’s proposal for the auditor will be published in a similar manner.
It is the company’s aim that all members of the Board and the CEO be present at the Shareholders’ meeting, and that a candidate standing for the Board for the first time attend the Shareholders’ meeting deciding on the election, unless he or she has a substantive reason to be absent.
Shareholders have the right to attend the Shareholders’ meeting if they have been entered into the register of shareholders at least eight working days before the meeting and if they have declared to the company their intention to attend in the manner specified in the notice of the Shareholders’ meeting. Holders of nominee-registered shares can also attend the Shareholders’ meeting by registering themselves in the register of shareholders on a temporary basis. A shareholder can attend the Shareholders’ meeting either in person, or via a representative authorised by the shareholder.
Shareholders have the right to raise issues under the purview of the Shareholders’ meeting for consideration by the Meeting, if they so request in a written notification to the Board in good time for the matter to be included in the notice of the Shareholders’ meeting. The date, by which Cargotec’s Board of Directors must be notified of matters to be considered at the Shareholders’ meeting, is published annually on the company website.
In the Shareholders’ meeting, all shareholders have the right to raise questions and propose resolutions regarding issues on the agenda.
Cargotec has two share classes, each with different voting rights. In the Shareholders’ meeting, each class A share carries one vote, as does each set of ten class B shares, with the provision that each shareholder is entitled to at least one vote.
Shareholders registered in Cargotec’s shareholder register on the record date of the dividend payment are entitled to dividend. In dividend distribution, class B shares earn a higher dividend than class A shares. The difference between dividends paid on the two classes of shares is a minimum of one (1) cent and a maximum of two and a half (2.5) cents.