Shareholders’ Nomination Committee

The General Meeting of Shareholders of Cramo Plc, held on 31 March 2015, resolved to establish a Shareholders’ Nomination Committee for an indefinite period, in accordance with the proposal of the company’s Board of Directors. The Committee prepares annually proposals to the Annual General Meeting for the election and remuneration of the members of the Board of Directors.

The duties of the Nomination Committee include:

  • to prepare and present to the Annual General Meeting a proposal on the number of the members of the Board of Directors;
  • to prepare and present to the Annual General Meeting a proposal on the remuneration of the members of the Board of Directors for their work both at the Board of Directors and at the Board committees;
  • to prepare and present to the Annual General Meeting a proposal on the members of the Board of Directors; and
  • to present the charter of the Nomination Committee to the Annual General Meeting annually for approval.

The Nomination Committee consists of maximum four members, of which maximum three represent the Company’s largest shareholders who, on the last business day of August preceding the next Annual General Meeting, hold the largest number of votes calculated of all shares in the Company. The largest shareholders of the Company on the last business day of August are determined on the basis of the shareholders’ register of the Company held by Euroclear Finland Ltd. Pursuant to this shareholding, the Chairman of the Board of Directors shall request the three largest shareholders of the Company each to nominate one member to the Nomination Committee. Should a shareholder not wish to use its nomination right, the right may be transferred by the Chairman of the Board of Directors to the next largest shareholder who would otherwise not have a nomination right. The Chairman of the Board of Directors shall be a member of the Nomination Committee. The term of office of the members of the Nomination Committee expires annually when the new Nomination Committee has been appointed.

The shareholders who wished to participate in the work of the Committee have nominated following members (according to stock exchange release 16 Nov 2016):

  • Mikael Moll, Partner, Zeres Capital;
  • Ari Autio, Member of the Board of Directors of foundation, Rakennusmestarien Säätiö
  • Esko Torsti, Head of non-listed investments, Ilmarinen Mutual Pension Insurance Company

In addition, the Chairman of Cramo Plc’s Board of Directors Veli-Matti Reinikkala is a member of the Shareholders’ Nomination Committee.

Mikael Moll has been elected as the Chairman of the Nomination Committee.

Corporate governance statements

Corporate governance

The corporate governance at Cramo is based on Finnish law and the Company’s Articles of Association. The Group complies with the rules of Nasdaq Helsinki Ltd and the Finnish Corporate Governance Code 2015 published by the Securities Market Association. The Corporate Governance Code is available on the Securities Market Association’s website:  http://cgfinland.fi/en/. Cramo does not deviate from the Finnish Corporate Governance Code Recommendations.

The Group’s headquarters are in Vantaa, Finland and the Company is listed on the Nasdaq Helsinki Ltd.

Cramo prepares annual financial statements and interim reports conforming to Finnish law and International Financial Reporting Standards (IFRS). Statements and reports are published in Finnish and English.

Overview of Corporate Governance Components at Cramo Group

The Group’s control and management responsibilities are divided among the General Meeting of Shareholders, the Board of Directors with its two committees, and the President and CEO, the Group management team, managing directors of subsidiaries, and the General Management Meeting. The Board of Directors supervises the performance of the Company, its management and organisation on behalf of shareholders. The Board of Directors and the Group management team are separate bodies, and no one serves as a member of both.