Audit Committee and its operations

The members of the Audit Committee, elected by the Board's organisational meeting held after the Annual General Meeting 2016, are:

  • Jannica Fagerholm, Ch.
  • Mikael Aro, Deputy Ch.
  • Matti Kyytsönen.

All members of the Audit Committee are independent of the company and its significant shareholders. In the election of the Audit Committee members, the qualification requirements of Audit Committee members have been taken into account.

According to its charter, the duties of the Audit Committee are:

  • monitoring Kesko Group's financial and funding situation and the process of financial statements reporting
  • supervising the Company's financial reporting process
  • evaluating the efficiency of the Company's internal control, internal audit and risk management systems
  • reviewing the Company’s Corporate Governance Statement
  • approving the operating instructions, annual audit plan, budget and resources of the Company's Internal Audit and reviewing the reports submitted to the Committee
  • monitoring the statutory audit of the financial statements and the consolidated financial statements
  • evaluating the independence of the Company's audit firm
  • evaluating the non-audit services provided to Kesko by the audit firm and the audit companies belonging to the same chain
  • preparing a proposal to the General Meeting for a resolution on the election of the Company's Auditor and communicating with the Company's Auditor.

In 2015, the Audit Committee held five (5) meetings, and the members' attendance rate at the meetings was 100%. At the Committee meetings, the Group's Chief Financial Officer, the Group Controller, the Chief Audit Executive and the Group General Counsel regularly report on their areas of responsibility to the Committee. The Committee also receives reports on Kesko Group's funding situation, taxation, information management, risk management and insurances. The Auditor is present at the Committee meetings and presents his audit plan and report to the Audit Committee.

During the year, the Committee reviewed the reports on the Group's financial situation, including the financial statements release and interim reports and made a recommendation to the Board on the review of the interim reports and the financial statements release. In addition, the Committee reviewed the reports of the Group's external and internal audits, risk management and legal affairs, and the Group’s adoption of integrated reporting, the impacts of the pension reform on the Group’s reporting, the impacts and risks of the strategic business arrangements, the simplification of the Group structure, as well as the changes required by the revised Corporate Governance Code. The Committee also assessed the Auditor's independence and provision of consultation services to the Group. The Audit Committee prepared and submitted a proposal to Kesko’s Annual General Meeting 2015 for the election of the Auditor based on the competitive bidding process for Auditors conducted towards the end of 2014.

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