Governance main #text

<h3>Hiab governance</h3>
Hiab's governance and management are based on the Finnish Limited Liability Companies Act and Securities Markets Act, as well as the Company&rsquo;s Articles of Association and Code of Conduct.
The Hiab 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 2025, published by the Securities Markets Association (www.cgfinland.fi/en).
<a href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/governance-documents/2024-cargotec-corporate-governance-statement-en1.pdf" target="_blank" rel="noopener">Corporate governance statement 2024</a>
<a href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/governance-documents/2024-cargotec-remuneration-report-en1.pdf" target="_blank" rel="noopener">Remuneration report 2024</a>

Governance main page #keylinks

Decision-making procedure
Remuneration at Hiab is managed through clearly defined processes and involves the Annual General Meeting of Shareholders (AGM), the Shareholders' Nomination Board (Nomination Board), the Board of Directors (Board) and the Board&rsquo;s Personnell and Remuneration Committee (PRC). The AGM resolves annually on the remuneration of members of the Board of Directors, based on a proposal made by the Nomination Board. In determining such remuneration, the Nomination Board takes account of the Board members&rsquo; responsibilities and obligations towards the company. Furthermore, the Nomination Board compares the Board&rsquo;s remuneration packages to those paid by other companies of the same size operating in a comparable business&nbsp; environment.&nbsp;
Hiab&rsquo;s remuneration policy is applied in determining the total remuneration of the President and 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 PRC, 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 PRC.
Remuneration policy
The Remuneration Policy presents the remuneration framework for the members of the Board of Directors and the President and CEO of Hiab. 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 26 March 2025. 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 2029.
<a title="Remuneration policy" href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/governance-documents/hiab-remuneration-policy-2025-2029_eng.pdf" target="_blank" rel="noopener">Remuneration policy</a>
Board remuneration
The AGM of 2025 resolved on the following yearly remuneration for Board members for the term ending at the AGM in 2026:
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<td>Board annual fees</td>
<td>Committee annual fees</td>
<td>Meeting annual fees</td>
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<td>
EUR 160,000 to the Chair of the Board&nbsp;
</td>
<td>
EUR 20,000 to the Chair of the Audit and Risk Management Committee&nbsp;
</td>
<td>
EUR 1,000 for meetings held in the Member&rsquo;s country of residence or attended remotely&nbsp;
</td>
</tr>
<tr>
<td>
EUR 95,000 to the Vice Chair of the Board&nbsp;
</td>
<td>
EUR 10,000 to each member of the Audit and Risk Management Committee&nbsp;
</td>
<td>
EUR 2,000 for meetings held in a different country from the Member&rsquo;s residence&nbsp;
</td>
</tr>
<tr>
<td>
EUR 80,000 to each member of the Board&nbsp;
</td>
<td>
EUR 15,000 to the Chair of any other committee constituted by the Board&nbsp;
</td>
<td>
EUR 3,000 for meetings held on a different continent from the Member&rsquo;s residence&nbsp;
</td>
</tr>
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<td>
&nbsp;
</td>
<td>
EUR 5,000 to each member of any other committee constituted by the Board&nbsp;
</td>
<td>
&nbsp;
</td>
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</tbody>
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&nbsp;
The annual Board and Committee fees are to be paid in company shares and cash so that 40% is to be paid in company&rsquo;s class B shares to be purchased on the Board members&rsquo; behalf from the market at a price determined in public trading, and the rest in cash.&nbsp;
Remuneration Report 2024
The Remuneration Report sets out how the Company implemented its Remuneration Policy in 2024. This report includes information concerning remuneration of the Board of Directors and the CEOs in 2024. The Report has been reviewed by the Board&rsquo;s Nomination and Compensation Committee and approved by the Board of Directors. The Remuneration Report has been presented to Hiab's AGM 2025 for advisory approval.
<a title="Remuneration report 2024" href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/governance-documents/2024-cargotec-remuneration-report-en1.pdf" target="_blank" rel="noopener">Remuneration report 2024</a>
Remuneration of the Leadership Team 2023
The remuneration of the Leadership Team, excluding the CEO, in 2023 is reported in aggregate in this report.&nbsp;
<a href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/agm/2023-cargotec-leadership-team-remuneration-en.pdf">Cargotec Leadership Team remuneration 2023</a>

Remuneration

The objective of Hiab&rsquo;s internal control is to ensure that its operations are efficient and profitable, that risk management is adequate and appropriate, and that financial and other information produced is reliable. Hiab's internal control is based on the company&rsquo;s Code of Conduct and Internal Controls Framework. With respect to the financial reporting process, these are supported by Hiab&rsquo;s policies and guidelines, as well as its internal financial reporting process and communication. Hiab&rsquo;s internal control policy, which is approved by the Board of Directors, specifies the applicable control principles, procedures and responsibilities. The company SpeakUp Line gives an opportunity to confidentially and anonymously raise concerns of possible misconduct or other matters that may not be in line with company values and policies.
Similarly to other Hiab operations, responsibility for internal control is divided into three tiers. The line management is principally responsible for internal control. This is backed by group support functions, which define instructions applicable across the company and supervise risk management. Internal and external audits form the third tier, their task being to ensure that the first two tiers function effectively.
Internal Audit
The role of Hiab Internal Audit is an independent and objective assurance and consulting activity that is guided by a philosophy of adding value and improving Hiab's operations. It helps and supports the business organisation accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes. To ensure the independence of the Internal Audit function, Head of Internal Audit reports functionally to the Audit and Risk Management Committee, and administratively to the CFO. Internal Audit develops a flexible risk based audit plan which is approved by the Audit and Risk Management Committee.
<h4>Risk management</h4>
Hiab's risk management aims at anticipating risks involved in operations and managing them in the appropriate manner. The purpose of this is to support the values, strategy and goals, and the continuity of operations.
Hiab&rsquo;s global operations require comprehensive risk management. Hiab defines a risk as any internal or external threat or uncertainty which may prevent or jeopardise operations and the achievement of company objectives.
Risk management is part of internal control operations. The key principle is continuous, systematic and preventive action taken to identify risks, define the company&rsquo;s risk appetite, assess and manage risks and, should they materialise, deal with them effectively.
Responsibilities
The objectives and principles of risk management are defined in the Hiab Risk management policy approved by the Board of Directors. Risk management is spread across units and corporate support functions that assign responsibility for risk management and which are in charge of identifying, managing and reporting risks.
The Board of Directors is responsible for ensuring sufficient risk management and control. The Board is also responsible for defining the Company's risk appetite, that is, the level of risk accepted, on an overall basis. The Board shall receive relevant and timely reporting on risks and risk management as defined in the risk management policy, and it can mandate the Audit and Risk Management Committee of the Board to assist in the practical oversight role.
The CEO and Leadership Team are responsible for the methods, implementation and supervision of risk management, and report on these to the Board of Directors.
As far as it is possible and practical, risk management is conducted within business units and support functions as part of day-to-day processes. Identification, assessment, treatment planning and reporting are part of Hiab&rsquo;s planning and decision-making processes. Follow-up of risks and risk management actions forms part of the management and follow-up of the company&rsquo;s operations as a whole. Each Hiab employee is responsible for identifying, assessing and managing risks in his or her area of responsibility, and for reporting any significant risks to the relevant managers.
The role of the corporate risk management function is to develop and coordinate the overall risk management framework and process. This function supports the businesses in implementing risk management and performs certain specified tasks, such as the coordination of global insurance programmes.
Climate-related risks and opportunities are identified and assessed with the help of the general corporate risk management process as well as a dedicated climate-related risk management process, created by the corporate sustainability and strategy teams. Financial risks are managed centrally by the Corporate Treasury and reported on for corporate management and the Audit and Risk Management Committee on a regular basis.

Internal Control and Risk Management

The statutory external audit for the financial period includes auditing of accounting records, financial statements, and administration. In addition to the auditor&rsquo;s report issued annually, the auditors report to the Board on their audit findings on a regular basis. Hiab&rsquo;s financial period is the calendar year.
Hiab has one auditor which must be approved by the Finnish Patent and Registration Office, and the principal auditor must be an authorised public accountant. Hiab also has a sustainability reporting assurance provider and the responsible sustainability reporting assurance provider must be an authorised sustainability auditor
The auditor and the sustainability reporting assurance provider&nbsp; are elected annually by the AGM and the term of office is a financial year.&nbsp;
The AGM of 26 March 2025 elected Ernst &amp; Young Oy as Hiab&rsquo;s auditor, in accordance with a proposal by the Board, on the recommendation of the Audit and Risk Management Committee. Heikki Ilkka was appointed the principal auditor by Ernst &amp; Young. Auditors&rsquo; fees are compensated against an invoice approved by the Company.
The AGM of 26 March 2025 elected authorised sustainability assurance audit firm Ernst &amp; Young Oy as the sustainability reporting assurance provider, in accordance with a proposal by the Board, on the recommendation of the Audit and Risk Management Committee . Ernst &amp; Young Oy has notified that Heikki Ilkka will act as the responsible authorised sustainability auditor. The sustainability reporting assurance provider&rsquo;s fees will be paid according to an invoice approved by the Company.

External Audit

Hiab applies the insider guidelines of Nasdaq Helsinki Ltd, in addition to which Hiab&rsquo;s Board has approved internal insider regulations that are based on the stock exchange guidelines.
Insider registers ​
Hiab maintains a list of its Managers and their closely associated persons. The Managers include the members of the Board of Directors, the CEO and other members of Hiab Leadership Team. The Managers and their closely associated persons are obliged to notify Hiab and the Finnish Financial Supervisory Authority of every transaction conducted on their own account relating to Hiab&rsquo;s financial instruments. Hiab will publish each notification in the form of a stock exchange release.
​Persons who, on the basis of an employment or other contract, work for the company and obtain insider information associated with a specific project, are entered in the company&rsquo;s project-specific insider register, which is established when necessary.
Trading rules
Trading in Hiab financial instruments is prohibited on the person&rsquo;s own account or for the account of a third party (a) if a person possesses inside information, (b) regarding project-specific insiders, for the duration of the project until the project is published or otherwise terminated (c) regarding Managers, during a period of 30 days prior to the publication of Hiab&rsquo;s annual or interim reports (closed window), or (d) regarding persons having access to material financial information, especially persons engaged with preparing Hiab&rsquo;s annual or interim reports, during a period of 30 days prior to the publication of such report, (extended closed window).
Insider management
Hiab General Counsel is responsible for the overall insider management in Hiab, including necessary training. Group Legal is responsible for maintaining the list of Managers and the project-specific insider lists and informing the insiders on their insider status and of closed windows. Group Communications is responsible for disclosing the ​transactions of the ​Managers​ and their closely associated persons​.
<a title="Hiab Insider Regulations" href="https://cms.hiabgroup.com/globalassets/hiab-group/investor-relations/governance/governance-documents/hiab-insider-regulations-2025.pdf" target="_blank" rel="noopener">Hiab Insider Regulations, pdf&nbsp;</a>
<a href="/en/investor-relations/shares/notification-of-transactions-by-managers-and-closely-associated-persons">Read more about Managers' transactions</a>
<h4>Related party transactions</h4>
Hiab&rsquo;s related parties include the subsidiaries, associated companies and joint ventures. Also the members of the Board of Directors, the CEO and other members of the Leadership Team, their close family members and entities controlled directly or indirectly by them, as defined in IAS 24, are related to Hiab. Major shareholders with more than 20 percent ownership of shares or of the total voting rights in the company, are included in related parties. The company maintains lists of its related parties. The transactions with associated companies and joint ventures are followed in the financial reporting system. The company has an instruction for the Board and Leadership Team members and major shareholders regarding recognising the related party transactions. They are obliged to inform the company of any planned agreements or other legal acts with any group company and asked annually to confirm if any related party transactions have taken place. The Board will handle all related party transactions that are not conducted in the ordinary course of business of the company or are not implemented under arm&rsquo;s-length terms.

Insider Administration

Governance #accordion

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Governance

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