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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. The Cargotec class B share is listed at Nasdaq Helsinki and the Company complies with the rules and guidelines of Helsinki Stock Exchange and the Finnish Financial Supervision Authority as well as with all the recommendations of the Finnish Corporate Governance Code 2020, published by the Securities Markets Association (www.cgfinland.fi/en).
Remuneration at Cargotec is managed through clearly defined processes and involves the Annual General Meeting of Shareholders (AGM), the Board of Directors (Board) and the Board’s Nomination and Compensation Committee (NCC). The AGM resolves annually on the remuneration of members of the Board of Directors, based on a proposal made by the Board’s Nomination and Compensation Committee (NCC). In determining such remuneration, the committee takes account of the Board members’ responsibilities and obligations towards the company. Furthermore, the committee compares the Board’s remuneration packages to those paid by other companies of the same size operating in a comparable business environment.
Cargotec’s remuneration policy is applied in determining the total remuneration of the CEO and the Deputy CEO (if any). The remuneration policy is approved by the Board of Directors and the AGM. Based on a proposal by the NCC, the Board also decides on the Leadership Team salaries, as well as their short-term incentive programmes and benefits. In addition, the Board of Directors decides on long-term incentive programmes and on the target group and allocation of such programmes based on a proposal by the NCC.
The Remuneration Policy presents the remuneration framework for the members of the Board of Directors and the CEO of Cargotec. The Policy shall also be applied to any Deputy CEO, should such Deputy CEO be appointed.
In accordance with the implementation of the amended European Shareholder Rights Directive (SRD) in Finland, the Policy has been presented at the Annual General Meeting (AGM) on 30 May 2024. The AGM resolution is advisory, but all remuneration shall be in line with the Policy presented to shareholders. The Remuneration Policy is intended to remain in place for four years until the AGM in 2028.
Based on the decision of the AGM of 30 May 2024, the Board’s annual remunerations are as follows:
Approximately 50 percent of the yearly remuneration will be paid in Cargotec Corporation's class B shares and the rest in cash. The company will cover the transfer taxes related to board remuneration paid in shares. In addition, the members of the Board of Directors shall be paid a meeting fee of EUR 3,000 per meeting for meetings held on a different continent than where the Board member is domiciled and a meeting fee of EUR 1,500 per meeting for additional meetings held outside the regular board and committee meeting cadence. Expenses related to travel and accommodation as well as other costs directly related to board and committee work shall be reimbursed in accordance with company policy.
The Remuneration Report sets out how Cargotec has implemented its Remuneration Policy in 2023. This report includes information concerning remuneration of the Board of Directors and the CEOs of Cargotec in 2023. The Report has been reviewed by the Board’s Nomination and Compensation Committee and approved by the Board of Directors. The Remuneration Report has been presented to the AGM 2024 for advisory approval.
The remuneration of Cargotec Leadership Team, excluding the CEO, in 2022 is reported in aggregate in this report.
