Remuneration 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 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.

According to its charter, the duties of the Remuneration Committee are:

  • Preparing for the Board matters pertaining to the remuneration and other financial benefits of the President and CEO and his/her managing director's service contract 
  • 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 2018, the Remuneration Committee held three meetings. Its members' attendance rate at the Committee meetings was 100%. The Committee prepared, among other things, proposals to the Board for Kesko's 2018-2021 share-based compensation plan, for the performance criteria and target values and target group for share awards, for the principles of Group performance bonuses for 2018 and 2019, as well as for the performance bonuses to be paid for 2017 to the President and CEO and Group Management Board members in charge of business lines. The Committee monitored and evaluated the implementation of the reform of management's total remuneration. In addition, the Committee reviewed, among other things, Kesko's Remuneration Statement. The Remuneration Committee assessed its operations as part of the Board's self-assessment. The Committee did not hold any meetings under the new composition established after the 2018 Annual General Meeting before conducting the self- assessment. The new Committee members considered the induction they had been given successful, and based on that, assessed that the Group's remuneration scheme was good.  

See section ”Remuneration and principles of remuneration” for more details about the remuneration of the members of Kesko’s Board of Directors.

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