The Board elected in its organisational meeting, held after the Annual General Meeting on 8 April 2019, the following Board members as the Remuneration Committee members:
- 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.
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 in 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 to the 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 Chairman of the Remuneration Committee
- conducts preparatory work pertaining to the appointment of a President and CEO, Deputy to the 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 to the 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.
- prepares and reviews other tasks given by the Board to the Committee.
In 2019, the Remuneration Committee held four meetings. The members' attendance rate at the Committee meetings was 100%. The Committee prepared, among other things, proposals to the Board for Kesko’s 2019-2022 share plan, for the performance criteria, target levels and target group for share awards, for the principles of Group performance bonuses for 2019 and 2020, as well as for the performance bonuses to be paid for 2018 to the President and CEO and Group Management Board members responsible for lines of business. The Committee monitored and assessed the implementation of the reform of the management’s total remuneration. In addition, the Committee reviewed, among other things, Kesko’s Remuneration Statement and prepared the Company’s Remuneration Policy for Governing Bodies. The Remuneration Committee assessed its operations as part of the Board’s self-assessment. Topics that emerged in the assessment included the Committee’s familiarity with and focus on the compensation scheme and remuneration principles.
See section ”Remuneration and principles of remuneration” for more details about the remuneration of the members of Kesko’s Board of Directors.