Corporate governance



KESKO GROUP'S CORPORATE GOVERNANCE 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. 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 President and CEO in his work.

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

Kesko's compliance with regulations and the Corporate Governance Code

Kesko Corporation (Kesko or the Company) is a Finnish limited liability company in which the duties and responsibilities of the executive bodies are determined in accordance with the laws of Finland. The parent company, Kesko, and its subsidiaries form Kesko Group. The Company is domiciled in Helsinki.

Decisionmaking and corporate governance at Kesko comply with 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 instructions, and the rules and guidelines of the European Securities and Markets Authority, the Finnish Financial Supervisory Authority, and Nasdaq Helsinki Ltd.

Kesko complies with the new Finnish Corporate Governance Code for listed companies (the Finnish Corporate Governance Code) effective as of 1 January 2020. The Corporate Governance Codes can be read in full at www.cgfinland.fi/en/corporate-governance-code/.

Departure from a Corporate Governance Code Recommendation

As provided by the comply or explain principle of the Corporate Governance Code, the Company departs from the Corporate Governance Code's recommendation concerning a Board member's term of office.

The term of office of Kesko's Board members departs from the one-year term of office pursuant to Recommendation 6 – Term of Office of the Board of Directors – of the Corporate Governance Code. The term of office of the Company's Board of Directors is determined in accordance with the Company's Articles of Association. The General Meeting decides on amendments to the Articles of Association. According to the Company's Articles of Association, the term of office of a 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.

A shareholder who, together with related entities, represents over 10% of votes attached to all Kesko shares, has informed the Company's Board of Directors that it considers the term of office of three (3) years good for the Company's long-term development and has not seen any need to shorten the term stated in the Articles of Association.

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