Remuneration Committee and its operations

The members of the Remuneration Committee, elected by the Board's organisational meeting held after the Annual General Meeting 2017, are:

  • Esa Kiiskinen (Ch.)
  • Mikael Aro (Deputy Ch.)
  • Anu Nissinen

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

  • preparing matters pertaining to the compensation and other financial benefits and the managing director's service contract of the President and CEO to the Board
  • preparing matters pertaining to the compensation and other financial benefits of the Group Management Board members responsible for lines of business; decisions on the compensation and other financial benefits of the Group Management Board members other than those responsible for lines of business are made by the President and CEO within the limits set by the Chair of the Remuneration Committee
  • preparing matters pertaining to the appointment of the President and CEO and the Group Management Board members responsible for lines of business, and identification of their successors
  • developing remuneration schemes and preparing them to the Company's Board of Directors, including:
    • evaluating the remuneration of the President and CEO and the other executives, and ensuring the appropriateness of the remunerations schemes
    • preparing possible share or share-based remuneration schemes
    • preparing the granting of shares or share options under the share or share-based remuneration schemes, and preparing their terms and conditions
    • reviewing the remuneration statement in connection with the financial statements
    • answering questions concerning the remuneration statement at the General Meeting. Questions are primarily answered by the Committee Chair
    • preparing the principles for the performance and result criteria of the remuneration schemes, and monitoring their implementation and evaluating their impact on Kesko's long-term financial success.

In 2016, the Remuneration Committee held four (4) meetings and the members' attendance rate at the meetings was 100%. The Committee prepared, among other things, the proposals to the Board for the vesting criteria and the target group of share awards and for the principles of management's performance bonuses for 2016, and the Group’s new performance bonus principles for 2017. The Committee made preparations for the appointments of the car trade president and the Company’s executive vice presidents, examined management’s remuneration practices more widely, as well as made preparations for the reform of management’s total remuneration. 

See section ”Remuneration and principles of remuneration” for more details about the remuneration of the members of Kesko’s Board of Directors.

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