We note that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.
Under ITEM 10 approval of the Company's first remuneration report is sought. In general, we consider the level of transparency of KONE’s remuneration report to be below Finnish standards. No specific performance criteria are disclosed regarding the STI and a significant part of the LTI is not disclosed (yet). We furthermore note that the performance period of the LTI is 1 year. We do NOT consider a performance period of only 1 year to be sufficiently long enough. Consequently, we are missing an actual LT component (with a performance period of at least 3 years) under the Company's executive remuneration policy. In view of the above concerns, we recommend to vote OPPOSE.
Under ITEM 11 approval of the remuneration of the board of directors is sought. We note that it is proposed to more than double the (base) fees of the board of directors. Although the (proposed) non-executive fees would be in line with Finnish market practice for a company with the size and complexity of KONE, we do not approve of such significant increases without adequate justification. In the latter respect, we note that the proposal is not further motivated. We furthermore note that the non-executive chairman of the board of directors, Mr. Antti Herlin, is entitled to an annual bonus on top of his already excessive base salary (EUR 468,488). In our view, non-executive directors should NOT be entitled to any variable payments to safeguard their independence from the company. In view of the above, we recommend to vote OPPOSE.
Under ITEM 13 the (re-)election of the board of directors is proposed. In view of insufficient independent representation on the board, we recommend to vote OPPOSE.
Finally, under ITEM 14, approval of the remuneration of the (external) auditor is sought. In view of the substantial amount of non-audit fees we recommend to vote OPPOSE.
KONE is an elevator and escalator industry group based in Finland. Co. is engaged in the provision of products and services for the installation, modernization and maintenance of elevators, escalators and automatic building doors. Co. provides its products and services throughout the entire lifecycle of the equipment, beginning from the installation of new equipment to the maintenance and modernization during their lifecycle and the full replacement of the equipment. Co.'s customers are active in industry segments such as residential, office, retail, public transportation, hotel, hospital, and marine.
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