Governance Policy

Kesko’s Governance Policy

This Governance Policy details the key corporate governance operating principles Kesko and Kesko Group comply with.

Kesko Corporation (”Kesko” or ”the Company”) is a Finnish limited liability company in which the duties and responsibilities of management bodies are defined according to the regulations observed in Finland. The parent company Kesko and its subsidiaries form Kesko Group. The Company is domiciled in Helsinki.

Kesko’s decision-making and corporate governance comply with e.g. the Finnish Limited Liability Companies Act, other laws and regulations concerning publicly quoted companies in Finland, Kesko's Articles of Association, the charters of Kesko's Board of Directors and its Committees, the Company’s policies and other internal guidelines, and the rules and guidelines of the European Securities and Markets Authority, the Finnish Financial Supervisory Authority, and Nasdaq Helsinki Ltd.

Kesko also complies with the Finnish Corporate Governance Code for listed companies issued by the Finnish Securities Market Association and effective as of 1 January 2020. The Code is available at cgfinland.fi/en/corporate-governance-code. Departures from the Code are reported in Kesko’s annual Corporate Governance Statement and in real time on Kesko’s website at kesko.fi/en/investor/corporate-governance.

Kesko Group’s Corporate Governance and steering system

Kesko uses a so-called one-tier governance model. The highest decision-making power in Kesko is exercised by the Company's shareholders at the Company's General Meeting. At the Annual General Meeting, the Company’s shareholders elect the Company’s Board of Directors and Auditor. The Shareholders’ Nomination Committee submits proposals to the General Meeting regarding the number, election and remuneration of board members. The Auditor plays an important role as a controlling body elected by the shareholders.

Kesko's Board of Directors is responsible for the Company's administration and its proper organisation. The Board has an Audit Committee and a Remuneration Committee, which prepare matters related to e.g. the Company’s financial reporting, control and remuneration.

The Board of Directors appoints the managing director, who at Kesko is referred to as the President and CEO. Kesko's Group Management Board supports the work of the President and CEO.

Internal audit is responsible for the Company’s independent auditing and reports to both the President and CEO and the Audit Committee.

General Meeting

The Annual General Meeting is held annually by the end of June, on a date designated by the Company's Board of Directors. The most significant matters falling within the decision-making power of the Annual General Meeting include the election of the Board members and the Auditor, the adoption of the financial statements, the resolution on discharging the Board members and the Managing Director from liability, and the resolution on the distribution of the Company's assets, such as distribution of profit.

The Company has share series A and B, which differ with respect to the number of votes attached to the shares. An A share carries ten (10) votes and a B share carries one (1) vote at a General Meeting. When votes are taken, the proposal for which more than half of the votes were given will primarily be the resolution of the General Meeting, as prescribed by the Finnish Limited Liability Companies Act. However, pursuant to the Act, certain resolutions – such as resolutions to amend the Company’s Articles of Association and resolutions concerning directed share issues – require a qualified majority of two-thirds of the votes cast and represented at the meeting. The Limited Liability Companies Act provides that specific shareholders or all shareholders must consent to a resolution limiting the rights arising from shares or increasing the obligations of shareholders.

Shareholders are invited to attend a General Meeting by a Notice of the General Meeting published on the Company’s website. The Notice of the General Meeting is also published as a stock exchange release. The Notice and other General Meeting documents, including the Board of Directors’ proposals to the General Meeting, are made available to shareholders no later than three weeks prior to the General Meeting on the Company’s website at kesko.fi.

The Company aims for all members of Kesko's Board of Directors, the President and CEO, and the Auditor to be present at the Annual General Meeting. General Meeting Minutes are made available to shareholders on Kesko’s website at kesko.fi within two weeks of the General Meeting. The resolutions of the General Meeting are published in a stock exchange release without delay after the meeting.

Shareholders’ Nomination Committee

The selection process and duties of the Shareholders’ Nomination Committee

Kesko’s Annual General Meeting 2020 resolved to establish a Shareholders’ Nomination Committee for Kesko and confirmed rules of procedure for the Committee. The Nomination Committee is a governing body of 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’s duties are to:

  • prepare and present a proposal for the remuneration of the members 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 Directors 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 submits proposals to the General Meeting on the matters listed as duties of the Nomination Committee which, on the grounds of the Limited Liability Companies Act and Kesko’s Articles of Association, are on the General Meeting agenda.

The Shareholders’ Nomination Committee is established for the time being, until decided otherwise by the General Meeting. The Shareholders’ Nomination Committee rules of procedure are available on Kesko’s website at kesko.fi/en/investor/corporate-governance/ shareholders-nomination-committee/.

Board of Directors

The number and term of Board members

According to Kesko’s Articles of Association, Kesko's Board of Directors is composed of a minimum of five (5) and a maximum of eight (8) members. The General Meeting decides the number of Board members, elects all Board members, and decides on the Board members’ remuneration. The Shareholders’ Nomination Committee submits proposals concerning the above matters to the General Meeting. The Board elects the Chair and the Deputy Chair from among its members for the whole term of office of the Board.

According to the Articles of Association, the term of office of a Kesko Board member is three (3) years, starting at the close of the General Meeting electing the member and expiring at the close of the third (3rd) Annual General Meeting after the election.

Independence

The Board evaluates the independence of its members on a regular basis in accordance with Recommendation 10 of the Corporate Governance Code. A Board member is obliged to provide the Board with necessary information for the evaluation of independence.

The Board of Directors’ operations and the main contents of its charter

Kesko's Board of Directors is responsible for the Company's governance and for the proper organisation of its operations. The Board is responsible for the appropriate arrangement of the control of Kesko’s accounts and finances. The Board of Directors has confirmed a written charter of the Board of Directors’ duties, principles of operation, meeting practices and decision-making procedures.

In accordance with the charter, the Board reviews and makes decisions on matters that are financially, operationally or fundamentally significant to the Group. According to the charter, the Board of Directors’ duties include:

Strategic and financial matters

  • deciding on the Group strategy and confirming the divisions’ strategies
  • confirming the Group's budget and forecast update, including a capital expenditure plan
  • reviewing the Group’s most significant risks and uncertainties
  • deciding on strategically or financially significant individual investments, acquisitions, divestments or arrangements, and commitments
  • confirming Kesko's values
  • approving Group policies, such as the treasury and investment policy and risk management policy
  • establishing a dividend policy and being responsible for shareholder value performance

 
Organisation and personnel matters

  • appointing and discharging the Company's President and CEO, approving their managing director's service contract and deciding on their remuneration and other financial benefits, and making corresponding decisions for the Deputy President and CEO
  • deciding on the appointments of the Group Management Board members responsible for lines of business, their remuneration and financial benefits
  • deciding on the essential structure and organisation of the Group
  • ensuring the proper operation and supervision of the management system
  • deciding on management authorisation rules
  • deciding on the principles of Kesko's commitment and incentive schemes, the terms and conditions and distribution of shares or options under the remuneration policy in force, and monitoring the results of the schemes

Reporting matters

  • reviewing and adopting the Group’s financial statements, half-year financial reports and interim reports and related stock exchange releases and the Report by the Board of Directors
  • reviewing Kesko’s Annual Report

Other duties

  • submitting Board proposals to the General Meeting on matters such as dividend distribution, Auditor, and authorisations to issue and acquire shares
  • approving the Board’s principles concerning diversity
  • being responsible for the other statutory duties prescribed to the Board of Directors by the Limited Liability Companies Act or other, and for duties prescribed by the Corporate Governance Code.

 
Kesko's Board of Directors has a duty to promote the best interest of Kesko and all its shareholders. The Board members do not represent the interests of the parties that have proposed their election as Board members. A Board member is disqualified from participating in the handling of any matter between that person (including entities over which the person exercises control) and the Company. When a vote is taken, the Board's decision will be the opinion of the majority and if a vote results in a tie, the decision will be the opinion supported by the Board Chair. If the votes taken at an election of a person end in a tie, the result will be decided by drawing lots.

Principles concerning diversity

Kesko's Board of Directors has approved the original Diversity Policy on 25 October 2016 and the updated versions on 17 December 2020 and 26 May 2021. The policy can be found on Kesko’s website at: kesko.fi/en/investor/corporate-governance/board-and-its-committees/diversity-policy/.

Board Committees

Kesko’s Board of Directors has an Audit Committee and a Remuneration Committee, both of which are composed of three (3) Board members. At the close of the Annual General meeting, the Board elects the Chairs, the Deputy Chairs, and the members of the Committees from among its members.

In the election of committee members, the independence and competence requirements for the Committee in question are taken into account.

The Committees regularly assess their operations and working methods and carry out a related self-assessment once a year. The Board has confirmed written charters for the Committees, which contain the main duties and operating principles of the Committees.

The Committees have no independent decision-making power. Instead, the Board makes decisions on matters based on the Committees’ preparatory work. Each Committee Chair reports on the Committee's work at the Board meeting following a Committee meeting. Minutes of the Committee meetings are submitted for information to the Board members.

Kesko's Board of Directors has not established any other committees besides the Audit and Remuneration Committees.

Audit Committee

In accordance with its charter, the Audit Committee:

  • monitors Kesko Group's (Kesko) financial position and funding
  • monitors and assesses Kesko’s financial reporting system, including the process for financial statements reporting
  • monitors and assesses the effectiveness of Kesko's internal control, internal audit, and risk management systems
  • approves the operating instructions for the Company’s internal audit and annually assesses the need for changes, approves the annual audit plan, budget and resources and related material changes, and reviews reports submitted to the Committee
  • monitors the statutory auditing of the Company and the Group
  • discusses matters that emerge in connection with auditing and in relation to the Committee’s duties with the Company’s Auditor when necessary and otherwise handles contacts with the Auditor
  • reviews the Auditor’s Report and possible audit minutes and reports presented by the Auditor to the Committee
  • monitors and evaluates the independence of the Company’s Auditor and, in particular, the non-audit services provided to Kesko by the Auditor and its network audit companies
  • prepares the election of the Company’s statutory Auditor and recommends an Auditor
  • monitors and assesses how agreements and other legal acts between the Company and its related parties meet the requirements of ordinary course of business and arm’s-length terms
  • prepares recommendations to the Board regarding the review of interim reports, the half-year financial report, and the financial statements
  • reviews the Company’s Corporate Governance Statement and non-financial report
  • prepares and reviews other tasks given by the Board to the Committee

Remuneration Committee

In accordance with its charter, the Remuneration Committee:

  • prepares the Company’s Remuneration Policy and Remuneration Report for Governing Bodies
  • presents the remuneration policy and report at the General Meeting and responds to questions related thereto
  • monitors the implementation of the remuneration policy presented to the General Meeting and ensures that the remuneration of the Company’s governing bodies is conducted under the remuneration policy presented to the General Meeting
  • conducts preparatory work for the remuneration and other financial benefits for the Company’s President and CEO and Deputy President and CEO and for their service contracts
  • conducts preparatory work for the remuneration and other financial benefits for Group Management Board members responsible for lines of business; decisions on the remuneration and financial benefits for 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 Remuneration Committee Chair
  • conducts preparatory work pertaining to the appointment of a President and CEO, Deputy President and CEO, and Group Management Board members responsible for lines of business, and to identifying their potential successors
  • conducts preparatory and development work on matters pertaining to remuneration schemes, including
    • evaluating the remuneration for the President and CEO, Deputy President and CEO, and other management, and ensuring the appropriateness of the Company’s remuneration schemes
    • preparing potential share or share-based compensation schemes
    • preparing the distribution and terms and conditions of shares or options under any share or share-based compensation schemes the General Meeting may have decided on
    • 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
  • preparing and reviewing other tasks given by the Board to the Committee

Managing Director (President and CEO) and their duties

Kesko has a managing director who is referred to as the President and CEO.

The President and CEO's duty is to manage Kesko Group’s operations in accordance with the instructions and orders issued by the Company’s Board of Directors and to report to the Board the developments in the Company's business operations and financial situation. The President and CEO is also responsible for organising the Company's day-to-day governance and for the Company’s accounting complying with legislation and financial matters being organised in a reliable manner. The President and CEO also chairs the Group Management Board.

The President and CEO is appointed by the Board of Directors. The Board decides the terms and conditions of the President and CEO's service contract.

Group Management Board

Kesko Group has a Group Management Board, the Chair of which is Kesko's President and CEO. The Group Management Board does not have any powers under law or the Articles of Association. The Group Management Board’s duty is to discuss Group-wide development projects and Group-level policies and procedures. In addition, the Group Management Board discusses, among other things, the Group's and the division parent companies' business plans, profit performance, and matters reviewed by Kesko's Board of Directors, in whose preparation it also participates. The Group Management Board typically meets 14–18 times a year.

The Group’s financial reporting

Kesko’s management model

Kesko's financial reporting and planning are based on Kesko Group’s management model. The Group units’ financial results are reported and analysed internally within the Group on a monthly basis and disclosed quarterly in interim reports, the half-year financial report, and the financial statements release. Financial forecasts are updated quarterly, in addition to which significant changes are taken into account in the monthly reported performance forecasts. The Group’s and its units’ strategies and related long-term financial plans are updated annually.

Roles and responsibilities

Kesko Group’s financial reporting and its supervision are organised on three levels. Businesses analyse and report their figures to the divisions, which then report the division-specific figures to Group level.  Analysis and control points for ensuring the accuracy of reporting are used on each of the three reporting levels. The accuracy of reporting is also ensured with automated and manual controls at every reporting level. The implementation of the analyses and controls is supervised on a monthly basis at company, business, division and Group levels.

Planning and performance reporting

The Group's financial development and achievement of financial objectives are monitored by financial reporting covering the entire Group. Monthly performance reporting includes actual Group, division and business specific results, changes compared to the previous year, comparison with forecasts, and forecasts for the ongoing financial year. The Group’s short-term financial planning is based on annual budgeting and quarterly updated forecasts extending to the end of the current financial year. The key financial indicators are sales performance for growth, comparable operating profit, comparable operating margin, and comparable return on capital employed for profitability, and free cash flow for cash flow, monitored by monthly internal reporting. Information on the Group’s financial situation is provided in interim reports, the half-year financial report, and the financial statements release. The Group’s sales figures are published monthly.

Performance reporting to the Group’s top management

Performance reporting to the Group’s top management comprises monthly reports on the Group’s, divisions’, businesses’ and subsidiaries’ sales, profits, capital employed and cash flow, as well as on the Group's financial items, cash flows, and balance sheet position. Each business is primarily responsible for the financial reporting and the accuracy of the figures. The controlling function of each division analyses the whole division’s figures for which the division's financial management is responsible. The Group is responsible for the whole Group’s figures. The key items in the income statement, capital employed and balance sheet are analysed monthly at business, division and Group level, based on a documented division of duties and predefined reports. This makes real-time information on the financial situation constantly available and enables real-time responses to possible issues.

Public performance reporting

Public performance reporting comprises interim reports, the half-year financial report, the financial statements release, the annual financial statements, and monthly sales reports. The same accounting principles and control methods are applied to public performance reporting as to monthly performance reporting. The Audit Committee reviews the interim report, the half-year financial report, and the financial statements and gives a recommendation on their review to the Board of Directors. The Board approves the interim report, the half-year financial report, and the financial statements before they are published.

Accounting policies and financial administration IT systems

Kesko Group complies with the International Financial Reporting Standards (IFRS) approved for adoption by the European Union. The accounting policies applied by the Group have been compiled in an accounting manual, which is updated as the standards are amended. The manual contains instructions for Group companies and for preparing the consolidated financial statements. Kesko Group’s financial administration information is generated from division and company specific enterprise resource planning systems and basic finance systems into the Group’s centralised consolidation system to produce the Group’s key financial reports. The key systems used to generate financial information have been certified and secured by back-up systems, and they are controlled and checked regularly to ensure reliability and continuity.

Internal control

Internal control is an essential part of management, and involves Kesko's Board of Directors, management and personnel. The objective is to ensure Kesko achieves its targets. Efficient internal control ensures that deviations from objectives can be prevented or detected as early as possible so that corrective measures can be taken. Internal control tools include policies and principles, working instructions, approval authorisations, authorisations for use, device and automatic controls, manual controls, balancing, monitoring reports and inspections and self-assessments.

The objective of internal control in Kesko Group is to ensure the efficiency, productivity, continuity and freedom from disruptions of operations, compliance with laws, regulations and agreements and Kesko’s values and operating principles, the reliability of financial and operational reporting both externally and internally, as well as the safeguarding of assets, information and expertise.

Internal control is efficient when it is continuous, integrated as part of operations, and ensures sufficiently that business targets are met. For internal control to remain efficient, it is important that management identifies the risks related to achieving targets and that control measures are targeted based on risk. 

The Board of Directors and the President and CEO are responsible for organising internal control. The management of each division, company and unit is responsible for developing, implementing and maintaining an efficient and functional internal control system in their area of responsibility. The management is responsible for extending control also to outsourced services. Everyone working at Kesko is obliged to comply with the K Code of Conduct and Kesko’s policies, principles and work-related instructions, and to report any defects they identify to their manager. People can also use the SpeakUp channel to inform the Company of suspected breaches of law or internal misconduct.

Kesko's common operations guide and support the divisions, companies and units with policies, principles and instructions pertaining to their respective areas of responsibility. Kesko Group's internal audit function assesses and verifies the effectiveness and efficiency of Kesko's internal control, reports on it to the President and CEO and the Audit Committee of Kesko Corporations’ Board of Directors, and assists management and Kesko’s units in the development of the internal control system.

Kesko’s Board has approved Kesko’s internal control policy, which is based on good control principles widely accepted internationally (COSO) and Kesko’s document management model, which comprises policies, principles and instructions that must be complied throughout Kesko Group.

Risk management

Kesko’s risk management is proactive and an integral part of day-to-day management. The objective of risk management is to support the implementation of Kesko’s strategy.

Risk management in Kesko Group is guided by the risk management policy approved by Kesko's Board of Directors. The policy defines the goals and principles, organisation, responsibilities and practices of risk management in Kesko Group. In the management of financial risks, the Group's treasury policy, confirmed by Kesko's Board of Directors, is observed.

The management of businesses and common operations are responsible for the implementation of risk management. The finance director is responsible for the execution of risk management in each division. The risk management unit coordinates the risk management process and is responsible for risk reporting and executes risk identification, the determination of risk management responses and their implementation jointly with the businesses and common operations. Every member of Kesko personnel must know and manage the risks in their areas of responsibility.

Kesko Group applies a business-oriented and comprehensive approach to risk assessment and management. This means that key risks are identified, assessed, managed, monitored and reported as part of business operations at Group, division, company and function levels throughout the Group.

Kesko has a uniform risk assessment and reporting model. Risk identification is based on business objectives and opportunities and the defined risk appetite. Risks are prioritised on the basis of their significance by evaluating their impact in euro terms and their probability. When assessing the impact of realisation, the impacts on reputation, the wellbeing of people, and the environment are assessed in addition to the impact in euros.

Risk identification and assessment play a key role in Kesko's strategy work and operations planning. In addition, risk assessments are made of significant projects related to capital expenditure, business arrangements, or changes in operations. The risk assessments of the divisions and common operations, which include a risk map, risk management responses and indicators, responsible persons and schedules, are reviewed regularly by the management of the respective division or common operation.

Risks and risk management responses are reported in accordance with Kesko’s reporting responsibilities. The divisions and common operations report on risks and changes in them to the Group's risk management function. Risks are reviewed by the risk management steering group, which includes representatives of the divisions and common operations. On that basis, the Group’s risk management function prepares quarterly a Group risk report, which is reviewed by the Governance, Risk and Compliance (GRC) steering group, after which the risk report is approved by Kesko’s President and CEO.

The Group's risk map, the most significant risks and uncertainties, as well as material changes in and responses to them are reported to the Kesko Board's Audit Committee quarterly in connection with the review of interim reports, the half-year financial report, and financial statements. The Audit Committee also evaluates the efficiency of Kesko’s risk management system. The Audit Committee Chair reports on risk management to the Board of Directors as part of the Audit Committee Report.

Kesko's Board reviews Kesko Group’s most significant risks and uncertainties. The most significant risks and uncertainties are reported to the market by the Board in the Report by the Board of Directors, and any material changes in them in the half-year financial report and the interim reports.
 

Internal audit

Kesko's internal audit is responsible for the Group's independent evaluation and assurance function required of a listed company, which systematically examines and verifies the efficiency of risk management, and the managing, control and governance of risks. The Audit Committee of Kesko's Board of Directors has confirmed the operating instructions for Kesko's internal audit function.

The internal audit function is organised under Kesko's President and CEO and the Audit Committee, and it reports on its findings and recommendations to the Audit Committee, the President and CEO, the management of the audited operation, and the Auditor.  The function covers all Kesko's divisions, companies and functions.  Auditing is based on risk analyses, as well as risk management and control discussions conducted with the Group's and divisions' management.  Meetings with the Auditor are arranged on a regular basis in order to ensure sufficient audit coverage and to eliminate overlapping operations.

An internal audit plan, subject to approval by the President and CEO and the Audit Committee, is prepared annually. The audit plan is modified on a risk basis, if necessary. As necessary, the internal audit function purchases external services for added resources or for the purpose of conducting audit operations which require special expertise. Audits can also make use of the expertise and work contribution of Kesko Group's other specialists.

Related party transactions

In accordance with the Corporate Governance Code, Kesko’s Board of Directors has determined the principles for monitoring and evaluating related party transactions complied within the Group. The principles determine Kesko’s related parties, and a list of related parties is maintained. Business operations that are part of ordinary course of business and implemented under arms-length terms have been identified. These include chain agreements in the K-chain operations used to join retailers to Kesko’s retail chains, such as the K-Citymarket, K-Supermarket, K-Market and K-Rauta chains, and the terms and conditions of sales for K-chain commerce and services operations. The Board makes decisions on agreements and other legal acts that are not part of Kesko’s ordinary course of business or are not implemented under arms-length terms. The matter and related decision-making are prepared with care utilising, for example, external evaluations. Decision-making complies with the conflict of interest provisions of the Finnish Limited Liability Companies Act. Related party transactions and information concerning the monitoring of related party transactions are reported to Kesko’s Audit Committee, and the supervision of related party transactions is part of Kesko Group’s internal control. Kesko regularly reports related party transactions as part of its financial reporting, and publishes related party transactions in a manner determined by regulations.

Main procedures relating to insider administration

Insider regulations

Kesko complies with the EU and Finnish regulations concerning insiders, the insider guidelines of Nasdaq Helsinki Ltd, and the complementary insider instructions confirmed by Kesko.

Management and management transactions

Kesko has determined that ‘managers’ (persons discharging managerial responsibilities) in Kesko, as referred to in the EU Market Abuse Regulation (MAR), comprise the members of Kesko Corporation’s Board of Directors, and the President and CEO and other members of the Group Management Board. The managers and their related parties are obliged to inform Kesko and the Finnish Financial Supervisory Authority of transactions they make with Kesko's financial instruments such as shares. Transactions by the managers and their related parties are disclosed in accordance with MAR.

Closed period

A closed period of 30 calendar days before the publication of interim reports, the half-year financial report, and the financial statements release is applied to members of management at Kesko. The Company has imposed a corresponding 30-day closed period also on persons involved in the preparation of Kesko’s interim reports, the half-year financial report, and the financial statements. During the closed period, the persons are prohibited from trading in Kesko’s shares and other financial instruments.

Insider projects

A project-specific insider list is established for projects involving insider information. Persons on the list cannot trade in financial instruments in Kesko during the project.

Duties

Insider management at Kesko is concentrated in Legal Affairs. Kesko’s Legal Affairs

  • provides information, instructions, training and advice on insider matters internally,
  • develops insider administration,
  • monitors regulatory changes concerning insider matters,
  • is responsible for insider lists, the list of management and related parties, and other insider administration-related procedures,
  • participates in internal investigation of concerns and suspected breaches related to insider matters, and
  • monitors compliance with insider guidelines together with Kesko’s internal audit.

Auditing

According to Kesko’s Articles of Association, Kesko’s auditor shall be an Authorised Public Accountants Organisation which shall designate an Authorised Public Accountant as the auditor with principal responsibility. The Audit Committee conducts preparatory work for the election of the Company’s Auditor, and recommends an Auditor. The Board submits a proposal to the Annual General Meeting for the Company’s Auditor. The Audit Committee monitors and assesses the Auditor’s operations and services annually. The Auditor’s term of office is the financial year during which the Auditor is elected, and the Auditor’s term continues until the close of the next Annual General Meeting to follow. An audit company belonging to the same network of audit companies as the audit firm elected by Kesko’s Annual General Meeting as Auditor is elected as the auditor of each of the Group’s subsidiaries outside Finland.

The Auditor provides Kesko’s shareholders with the statutory Auditor’s Report in connection with the Company’s financial statements and regularly reports on its findings to the Audit Committee of Kesko’s Board of Directors

The General Meeting decides on the fees paid and expenses reimbursed to the Auditor.

Validity

Approved by Kesko Corporation's Board of Directors on 2 February 2022. In force as of 2 February 2022.

 

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