Investor Presentaiton
BOARD OF DIRECTORS' REPORT
Chairman of the Audit Committee: EUR 20,000 and members
of the Audit Committee: EUR 10,000, and Chairman of the
Nomination and Compensation Committee: EUR 20,000 and
members of the Nomination and Compensation Committee:
EUR 10,000. The annual compensation of the members of the
board committees is paid in cash. In addition, it was resolved
that compensation is not paid to a Board Member who is
employed by the company.
The General Meeting approved the authorization for the
Board of Directors to repurchase KONE's own shares.
Altogether no more than 52,930,000 shares may be
repurchased, of which no more than 7,620,000 may be class
A shares and 45,310,000 class B shares. The authorization
will be valid until the conclusion of the following annual
general meeting, however, at the latest until 30 June 2023.
Furthermore, the General Meeting authorized the Board of
Directors to decide on the issuance of shares as well as the
issuance of options and other special rights entitling to shares
referred to in Chapter 10, Section 1 of the Limited Liability
Companies Act. The number of shares to be issued based on
this authorization shall not exceed 7,620,000 class A shares
and 45,310,000 class B shares. The Board of Directors
decides on all the conditions of the issuance of shares and of
special rights entitling to shares. The authorization concerns
both the issuance of new shares as well as the transfer of
treasury shares. The issuance of shares and of special rights
entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue). The
authorization will be valid until the conclusion of the following
annual general meeting, however, at the latest until 30 June
2023.
The audit firm Ernst & Young Oy was nominated as the
auditor for the term 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 due to the
significant and increasing time demands in his role at Linde.
Following his resignation, KONE's Board consists of the
following ordinary members: Matti Alahuhta, Susan
Duinhoven, Antti Herlin, liris Herlin, Jussi Herlin, Ravi Kant,
Jennifer Xin-Zhe Li and Krishna Mikkilineni.
Share-based incentive plans
KONE has two separate share-based incentive plans, one
performance share plan and one restricted share plan.
In January 2021, KONE's Board of Directors decided on a
new long-term share-based incentive plan, which replaced the
existing share-based plans. The new long-term incentive plan
continues to emphasize profitable growth and as a new
measure sustainability. It consists of annually commencing
individual share plans, each with a three-year rolling
performance period. The plans vest and are delivered in one
portion after the three years, based on accumulated outcomes
for the three-year performance period. No shares are
delivered in 2022 and 2023. If the participant's employment or
service relationship with KONE Group terminates before the
end of the performance period, the participant, as a rule,
forfeits the share award without compensation. The number of
shares earned by participants under the share-based
incentive plans are determined on gross basis with deduction
for taxes made when applicable before delivery of the shares
to the participants. The arrangements initiated previous years
included both cash and equity settled arrangements. Current
arrangements are equity settled only.
The target group and targets within the plan as well as
possible rewards are decided upon annually by the Board. As
part of the long-term incentive plan for the senior
management, a long-term target for their ownership has been
set. For the Executive Board members, the long-term
ownership target is that the members have an ownership of
KONE shares corresponding to at least five years' annual
base salary. For other selected top management positions,
the ownership target is at least two years' base salary.
The 2022 long-term incentive plan is targeted to 55
members of top management, including the President and
CEO, members of the Executive Board and other top
management as well as to 525 other selected key personnel
of KONE Group. The performance criteria applied to the 2022
long-term incentive plan are based on annual growth in sales,
adjusted EBIT margin and improvements in sustainability. The
sustainability performance condition is a combination of
reductions in carbon footprint, diversity and inclusion as well
as safety related targets.
The restricted share plan serves as a complementary
long-term share plan to be used as a commitment instrument
for retention and recruitment purposes for top management
(excluding the President and CEO) and other selected key
persons. The restricted share plan does not have a
performance condition. The plan has a commitment period up
to three years, after which the potentially granted share
awards will be paid to the participant, provided that their
employment or service relationship with KONE Group is in
force at the time of payment.
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KONE ANNUAL REVIEW 2022View entire presentation