Shareholders’ Nomination Committee
The election process and duties of the Shareholders' Nomination Committee
Kesko's Annual General Meeting 2020 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Committee. The Nomination Committee is a governing body for Kesko shareholders, and has three members. Two members are appointed by Kesko's biggest shareholders and the third member is the Chair of Kesko's Board of Directors. The right of nomination of members representing the shareholders belongs to those two shareholders whose share of votes conferred by all shares in Kesko is the largest according to the register of shareholders maintained by Euroclear Finland Ltd on 1 September preceding the Annual General Meeting. The term of office of the members of the Shareholders' Nomination Committee ends when new Committee members are appointed. The Nomination Committee members do not receive fees for their membership. Their travel expenses are reimbursed in accordance with the general travel rules of Kesko.
The main duty of the Nomination Committee is to ensure that the Board of Directors and its members have the expertise, knowhow and experience adequate for Kesko's needs, and to prepare reasoned proposals for this purpose to the General Meeting. In accordance with its rules of procedure, the Nomination Committee duties are to:
- prepare and present a proposal for the remuneration of the mem-bers of the Board of Directors to the General Meeting,
- prepare and present a proposal for the number of members of the Board of Directors to the General Meeting,
- prepare and present a proposal for members of the Board of Di-rectors to the General Meeting,
- answer the questions asked by the shareholders at the General Meeting concerning the proposals made by the Nomination Committee, and
- look for candidates to replace members of the Board of Directors.
The Nomination Committee makes proposals to the General Meeting on the matters listed as duties of the Nomination Committee that on the grounds of the Limited Liability Companies Act and Kesko's Articles of Association are on the Agenda of the General Meeting.
The Shareholders' Nomination Committee is established for the time being, until decided otherwise by the General Meeting.
The rules of procedure of the Shareholders' Nomination Committee
Diversity policy of Kesko Corporation’s Board of Directors
Composition and actions of Kesko's Shareholders' Nomination Committee in 2023
The members of Kesko's Shareholders' Nomination Committee for the 2023-2024 term of office are
- Toni Pokela, retailer, appointed by K-Retailers' Association
- Jouko Pölönen, President and CEO, appointed by Ilmarinen Mutual Pension Insurance Company, and
- Esa Kiiskinen, Chair of Kesko's Board of Directors.
The Committee elected Toni Pokela as Committee Chair at its organisational meeting on 20 September 2023.
Toni Pokela (b. 1973), retailer, EMBA, is the Chair of the Board of K-Retailers’ Association. Jouko Pölönen (b. 1970) MA (Econ.), eMBA, is the President and CEO of Ilmarinen Mutual Pension Insurance Company. Details for Esa Kiiskinen can be found at section Board members.
The Shareholders’ Nomination Committee convened twice in 2023, and the members attended all meetings. The Nomination Committee proposed no changes to the remuneration of Board members to Kesko’s 2023 Annual General Meeting. The Nomination Committee did not submit a proposal regarding the number of Board members or Board composition, as the 2021 Annual General Meeting elected Board members for a term of office that expires at the close of the 2024 Annual General Meeting. The Committee proposal was published in a stock exchange release on 1 February 2023.
The Shareholders’ Nomination Committee proposed to Kesko’s 2024 Annual General Meeting that seven members be elected to the Board of Directors. The Nomination Committee proposed that the following persons be re-elected as Board members: Esa Kiiskinen, retailer, business college graduate, kauppaneuvos; Peter Fagernäs, Master of Laws; Jannica Fagerholm, M.Sc. Economics; Piia Karhu, Doctor of Science, Economics and Business Administration; Jussi Perälä, retailer, business college graduate; Timo Ritakallio, Doctor of Science (Technology), LL.M., MBA. The Nomination Committee proposed that retailer Pauli Jaakola, EMBA be elected as a new member of the Board. Of the current Board members, Toni Pokela has stated he is not available for re-election. The Shareholders’ Nomination Committee also proposed that the annual fees of Board members be raised by approximately five (5) percent, and that other remuneration of Board members and the reimbursement of their expenses remain unchanged. The Committee proposal was published in a stock exchange release on 26 January 2024.
