Audit Committee and its operations

The Board elected in its organisational meeting, held after the Annual General Meeting on 8 April 2019, the following Board members as the Audit Committee members:
  • Jannica Fagerholm, (Chairman)
  • Matti Kyytsönen (Deputy Chairman)
  • Piia Karhu

All members of the Audit Committee are independent of the Company's significant shareholder and the majority is also independent of the Company. In the election of the Audit Committee members, the competence requirements for Audit Committee members have been taken into account.

According to its charter, the duties of the Audit Committee include

  • Monitoring Kesko Group's financial and funding situation
  • Monitoring and evaluating the Company's process for financial statements reporting
  • Monitoring and evaluating the Company's process for financial reporting
  • Monitoring and 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 for the Company's internal audit function and reviewing the reports submitted to the Committee
  • Monitoring the statutory audit of the financial statements and the consolidated financial statements
  • Monitoring and evaluating the independence of the Company's audit firm
  • Monitoring and evaluating related (non-audit) services to Kesko by the audit firm and its network audit companies
  • Preparing a proposal for a resolution on the election of the Company's Auditor and communicating with the Company's Auditor.

In 2018, the Audit Committee held five meetings. Its members' attendance rate at the Committee meetings was 100%. At the Committee meetings, the Group's Chief Financial Officer, the Group Controller and the director in charge of internal audit 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 its 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, the half year financial report and the interim reports and updated forecasts, and made a recommendation to the Board on the review of the reports and the financial statements release. The Committee reviewed the reports of the Group's external and internal audits and risk management and the Corporate Governance Statement. The Audit Committee also reviewed goodwill impairment testing and Group risk reporting in the financial statements.

The Committee monitored the implementation of the audit plan for internal audit, the Group's preparation for the implementation of new IFRS standards and their impact on the Group's reporting the Group's preparations for the implementation of the new EU general data protection regulation, the development of associated companies, and additional services purchased from firms of auditors. The Committee also monitored and evaluated the Auditor's independence and non-auditing consultation services provided by the Auditor to the Group. The Audit Committee prepared and submitted a proposal to Kesko's Annual General Meeting 2018 for the election of Auditor. The Committee also approved the 2019 audit plan, personnel resources and budget for the Group's internal audit.

The Audit Committee assessed its operations as part of the Board's self-assessment. Topics that emerged the assessment included the Committee's significant role in monitoring the effectiveness of the Group's risk management, and successful reporting on low-profitability units.

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