Audit Committee and its operations



The Board's organisational meeting, held after the Annual General Meeting of 3 April 2017, elected the following Board members as Audit Committee members:

  • Jannica Fagerholm, (Chairman)
  • Mikael Aro (Deputy Chairman)
  • Matti Kyytsönen

All members of the Audit Committee are independent of the Company and the Company’s significant shareholders. 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 situation, funding situation and the process of financial statements reporting
  • Supervising the Company's financial reporting process
  • 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
  • Evaluating the independence of the Company's audit firm
  • Evaluating related (non-audit) services to Kesko by the audit firm and its network audit companies
  • Preparing a proposal to the General Meeting for a resolution on the election of the Company's Auditor and communicating with the Company's Auditor.

In 2017, 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 Chief Audit Executive 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 their 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 the reporting of non-financial information, the organisation of Group risk management and internal audit, goodwill impairment testing, changes to the presentation of financial statements, 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 progress made in the cyber security development plan, the Group’s preparations for the implementation of the new EU general data protection regulation, and additional services purchased from firms of auditors. The Committee also assessed the Auditor's independence and consultation services provided to the Group. The Audit Committee prepared and submitted a proposal to Kesko’s Annual General Meeting 2017 for the election of Auditor.

The Audit Committee prepared proposals to the Board for updates to Kesko Group’s risk management policy and insurance principles, and for the Group’s treasury and investment policy. The Committee approved the operating instructions and the 2018 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 more in-depth reporting on units with lower profitability, and the distribution of the Committee’s time between financial reporting and other matters to be discussed.

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