Investor Presentaiton
CORPORATE GOVERNANCE STATEMENT
Number of Board and Committee meetings in 2022 and participant attendance:
Antti Herlin
Jussi Herlin
Matti Alahuhta
Susan Duinhoven
liris Herlin
Ravi Kant
Krishna Mikkilineni*
Jennifer Xin-Zhe Li
Andreas Opfermann*
Juhani Kaskeala*
Nomination and
Compensation
Committee
7/7
3/3
7/7
3/3
7/7
1/2
Board
7/7
Audit Committee
7/7
7/7
6/7
7/7
7/7
3/3
6/6
5/7
0/1
1/1
4/4
3/3
*Juhani Kaskeala served as Board member until March 1, 2022. Krishna Mikkilineni and Andreas Opfermann were elected to the Board on March
1, 2022. On March 24, 2022, KONE announced Andreas Opfermann's decision to resign from his position as a member of the Board of Directors
of KONE, effective March 31, 2022.
Jennifer Xin-Zhe Li. Of the Board members, five are male and
three are female.
Of the Board members, Matti Alahuhta, Susan Duinhoven,
liris Herlin, Ravi Kant, Krishna Mikkilineni and Jennifer Xin-
Zhe Li are independent of the Corporation. With the exception
of Antti Herlin, liris Herlin and Jussi Herlin, the other Board
members are independent of the Corporation's significant
shareholders.
The Board of Directors convened seven times in 2022,
with an average attendance rate of 93%. Johannes Frände,
Executive Vice President, General Counsel, serves as
Secretary to the Board and to its Committees.
Audit committee
The Board of Directors' Audit Committee comprises Ravi Kant
(Chairman, independent member), Matti Alahuhta
(independent member), Susan Duinhoven (independent
member) and Jussi Herlin.
The Audit Committee held three meetings in 2022, with an
average attendance rate of 91%.
Kristian Snäll serves as the Head of Assurance.
Nomination and compensation committee
The Nomination and Compensation Committee comprises
Antti Herlin (Chairman), Matti Alahuhta (independent
member), Jussi Herlin and Jennifer Xin-Zhe Li (independent
member).
The Nomination and Compensation Committee held seven
meetings in 2022, with an average attendance rate of 100%.
Compensation and other benefits of the Board of
Directors
The Annual General Meeting of KONE Corporation in March
2022 confirmed the fees of the members of the Board as
follows (annual fees):
Chairman of the Board: EUR 220,000
Vice Chair: EUR 125,000
Member: EUR 110,000
Of the remuneration, 40 percent was paid in class B shares of
KONE Corporation and the rest in cash.
In addition, the Annual General Meeting in March 2022
confirmed a separate annual compensation to the members of
the board committees:
" Chairman of the Audit Committee: EUR 20,000
Members of the Audit Committee: EUR 10,000
Chairman of the Nomination and Compensation
Committee: EUR 20,000
"
Members of the Nomination and Compensation
Committee: EUR 10,000
The annual compensation of the members of the board
committees is paid in cash. Annual board fees and annual
compensation to the members of the board committees are
not paid to a board member who is employed by the company
with a separate employment contract. Board members' travel
expenses and daily allowances are compensated in
accordance with the company's travel expense policy.
Compensation and other benefits of the Vice Chair
The Vice Chair of the Board, Jussi Herlin has a separate
employment contract for his role as Executive Vice Chair of
the Board at KONE. The employment-based compensation for
Jussi Herlin consists of a base salary and an annual bonus
decided by the Board on the basis of the Group's financial
result. The annual bonus may not exceed 100 percent of the
recipient's annual base salary. In 2022, Jussi Herlin's base
salary was EUR 125,600. In addition, he received a bonus of
EUR 26, 166, which was earned in 2021. There will be no
bonus payout in 2023 as the performance criteria for 2022,
tied to the Group's financial performance, were not met. Jussi
Herlin's holdings of shares are presented in the table on page
121. The Executive Vice Chair's retirement age and pension
are determined in accordance with Finland's Pensions Act. No
separate agreement regarding early retirement has been
made.
President and CEO
Henrik Ehrnrooth serves as KONE Corporation's President
and CEO.
Compensation and other benefits of the President and
CEO
The President and CEO's compensation consists of a base
salary and an annual bonus determined by the Board on the
basis of the Corporation's key targets. The annual bonus may
not exceed 150 percent of the recipient's annual salary.
Henrik Ehrnrooth's annual base salary is EUR 750,000. In
addition, he received a bonus of EUR 835,350, which was
120
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