Expert Corporate Governance Service (ECGS)
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Kone - February 26, 2019

In general, KONE is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 10, approval is sought for the remuneration of the board of directors. Although ECGS has no concerns over the fees proposed, it notes that the non-executive chairman of the board Mr. Antti Herlin is entitled to an annual bonus on top of his base salary. In ECGS' view, non-executive directors should not be entitled to any variable payments to safeguard their independence from the company. ECGS therefore recommends to vote OPPOSE.

Under ITEM 12, the (re-)election of the board of directors is proposed. In light of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.

Finally, under ITEM 15, the audit committee of the board of directors proposes to reappoint PricewaterhouseCoopers as the Company's statutory auditor. Since the current term in office (23 years) of the statutory auditor exceeds the threshold (10 + 10 years, if a tender is undertaken) in ECGS guidelines, ECGS recommends to vote OPPOSE.

Kone Oyj B

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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