Board of Directors
Read more about the current members of the Board of Directors.
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According to the Articles of Association, KONE’s Annual General Meeting elects a minimum of five and a maximum of ten ordinary members as well as a maximum of three deputy members. The term of the Board of Directors shall expire at the end of the first Annual General Meeting following the election.
The Board elects a chair and a vice-chair from among its members.
The Board of Directors has appointed two permanent committees consisting of its members: the Audit Committee and the Nomination and Compensation Committee.
The Chairman of the Board of Directors of KONE Corporation is Antti Herlin. Jussi Herlin is the Vice Chair of the Board. The other members of the Board are Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Timo Ihamuotila, Ravi Kant, and Krishna Mikkilineni.
Of the Board members, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Timo Ihamuotila, Ravi Kant, and Krishna Mikkilineni are independent of the Corporation. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the Corporation’s significant shareholders.
The Board has defined the Board diversity policy which gives guidance to the nomination of the Board of Directors.
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The Board of Directors’ duties and responsibilities are defined primarily by the Articles of Association and the Finnish Limited Liability Companies’ Act. The Board’s duties include:
- ensuring appropriate arrangement of the control of the company accounts and finances
- approving the financial statements, the Board’s report including the sustainability report and interim reports as well as the Corporate Governance Statement
- monitoring and evaluating the financial and sustainability reporting processes, the efficiency of the company’s internal control, internal audit and risk management systems
- preparing issues to be presented to the shareholders’ meeting
- appointing of the President and CEO, and determining his/her remuneration
- approving the remuneration policy and remuneration report
- approval and confirmation of strategic guidelines and the principles of risk management
- approval of annual budgets and plans
- decisions on the company’s corporate structure
- decisions on major acquisitions and investments
- decisions on other matters falling under the Board’s responsibility by law.
The Board has created rules of procedure stipulating the duties of the Board, its Chairman and its Committees. The Board of Directors holds seven regular meetings a year and additional meetings as required. The Board of Directors reviews its own performance and procedures once a year.
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The Annual General Meeting elects five to ten members and no more than three deputy members to the Board of Directors for one year at a time in accordance with KONE Corporation’s Articles of Association. The Board of Directors elects a Chairman and Vice Chair among its members. The proposals for Board members are prepared by the Nomination and Compensation Committee and under the steering of the Chairman of the Board. During the preparation and in the proposal to the General Meeting of Shareholders, attention is paid to the board candidates’ broad and mutually complementary background, experience, expertise, age, gender and views of both KONE’s business and other businesses so that the diversity of the board supports KONE’s business and its future in the best available way. The Board has defined the Board diversity policy which gives guidance to the nomination of the Board of Directors.
The Chairman of the Board of Directors of KONE Corporation is Antti Herlin. Jussi Herlin is the Vice Chair of the Board. The other members of the Board are Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Timo Ihamuotila, Ravi Kant and Krishna Mikkilineni. Out of the nine Board Members, six are male and three female.
Of the members of the Board of Directors, Matti Alahuhta, Susan Duinhoven, Marika Fredriksson, Iiris Herlin, Timo Ihamuotila, Ravi Kant and Krishna Mikkilineni are independent of the company. With the exception of Antti Herlin, Iiris Herlin and Jussi Herlin, the other Board members are independent of the company’s significant shareholders.
The Board of Directors convened eight times in 2023 in addition to which one Board decision was made without holding a meeting (per capsulam). The average participation rate of the Board members in the meetings was 99%. Johannes Frände, Executive Vice President, General Counsel, served as Secretary to the Board and to its Committees.
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The Board of Directors has appointed two committees consisting of its members: the Audit Committee and the Nomination and Compensation Committee. The Board has confirmed rules of procedure for both Committees. The Secretary to the Board acts as the Secretary of both Committees.
The Audit Committee
The Audit Committee monitors the Group’s financial situation and monitors and evaluates reporting processes related to the financial statements and interim reports as well as the sustainability report. The Audit Committee monitors and evaluates the adequacy and appropriateness of KONE’s internal control, and risk management, as well as the compliance with rules and regulations. It also deals with the Corporation’s internal audit plans and reports. The Head of Assurance reports the internal audit results to the Committee. The Audit Committee also monitors and evaluates how agreements and other transactions between the company and its related parties meet the requirements relating to ordinary business operations and general market terms and monitors and oversees the financial statement and financial reporting process. In addition, the Audit Committee processes the description of the main features of the internal control and risk management systems pertaining to the financial reporting process included in the company’s corporate governance statement. The Audit Committee evaluates the auditing of the Group’s companies and the appropriateness of the related arrangements and auditing services and reviews the auditors’ reports. Furthermore, the committee monitors and evaluates the independence of the external auditors including particularly the provision of non-audit services to the company and approve the principles of accepting fees for non-audit services. The audit Committee prepares a proposal to the Annual General Meeting regarding the auditors to be elected for the Corporation. The Audit Committee also monitors the assurance of the sustainability reporting and prepares a proposal for the election of assurance service provider for sustainability reporting.
Members of the Audit Committee:
Marika Fredriksson (Chair), Susan Duinhoven, Jussi Herlin and Timo Ihamuotila. Marika Fredriksson, Susan Duinhoven and Timo Ihamuotila are independent of both the company and of significant shareholders.
The Audit Committee held three meetings in 2023. The average participation rate of the Audit Committee members in the meetings was 100%.
The Nomination and Compensation Committee
The Nomination and Compensation Committee prepares proposals to be made to the Annual General Meeting regarding the nomination of Board members and their compensation, makes decisions regarding senior management appointments and compensation and oversees the succession planning of senior management, including the President and CEO. The Committee also decides on the compensation systems to be used, and prepares the remuneration policy and remuneration report for the company’s governing bodies.
Members of the Nomination and Compensation Committee:
Jussi Herlin (Chair), Matti Alahuhta, Antti Herlin and Susan Duinhoven. Matti Alahuhta and Susan Duinhoven are independent of both the company and of significant shareholders.
The Nomination and Compensation Committee held six meetings in 2023. The average participation rate of the Nomination and Compensation Committee members in the meetings was 100%