The members of the Remuneration Committee, elected by the Board's organisational meeting held after the Annual General Meeting 2018, are:
- Esa Kiiskinen (Ch.)
- Peter Fagernäs (Deputy Ch.)
- Matti Kyytsönen
All members of the Remuneration Committee are independent of the Company's significant shareholder and its majority is also independent of the Company. In the election of the Remuneration Committee members, the competence requirements for Remuneration Committee members have been taken into account
According to its charter, the duties of the Remuneration Committee are:
- Preparing matters pertaining to the remuneration and other financial benefits of the President and CEO and his/her managing director's service contract to the Board
- Preparing matters pertaining to the remuneration and other financial benefits of the Group Management Board members responsible for lines of business; decisions on the remuneration and financial benefits of the 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 Chairman of the Remuneration Committee
- Preparing matters pertaining to the appointment of a President and CEO and the Group Management Board members responsible for lines of business, and identifying their potential successors
- Development of remuneration schemes and their preparation to the Board of Directors, including:
- Evaluating the remuneration of the President and CEO and other management, and ensuring the appropriateness of the remunerations schemes
- Preparing possible share or share-based commitment and incentive schemes
- Preparing the distribution of shares or share options under the share or share-based commitment and incentive schemes, and preparing their terms and conditions
- Reviewing the Remuneration Statement in connection with the financial statements
- Answering questions related to the Remuneration Statement at the General Meeting; questions are primarily answered by the Committee Chairman
- Preparing the principles for the performance and result criteria of the compensation schemes, and monitoring their implementation and evaluating their impacts on Kesko's long-term financial success.
In 2017, the Remuneration Committee held 3 meetings. Its members' attendance rate at the Committee meetings was 100%. The Committee prepared, among other things, proposals to the Board for Kesko’s new share-based compensation scheme, for the performance criteria and target group of share awards, for the principles of Group performance bonuses for 2018, as well as for the performance bonuses to be paid for 2016 for the President and CEO and Group Management Board members in charge of business lines. The Committee monitored and assessed the implementation of the reform of management’s total remuneration. In addition, the Committee discussed, among other things, Kesko’s Remuneration Statement. The Remuneration Committee assessed its operations as part of the Board’s self-assessment, and based on the assessment, decided to focus more on management contingency planning and competency requirements.
See section ”Remuneration and principles of remuneration” for more details about the remuneration of the members of Kesko’s Board of Directors.