Kesko’s Board of Directors has established an Audit Committee and a Remuneration Committee to support the Board’s work and prepare matters the Board is responsible for. Each Committee is composed of three (3) Board members. At the close of the Annual General meeting, the Board elects from among its members the Committee Chairmen, Deputy Chairmen and members for the whole three-year term of office of the Board. In the election of committee members, the independence and competence requirements for the committee in question are to be taken into account.
The Committees have no independent decision-making power. Instead, the Board makes decisions on matters based on the Committees' preparatory work. The Board has confirmed written charters for the Committees detailing the Committees’ duties and operating principles. Each Committee Chair reports on the Committee's work at the Board meeting following the Committee's meeting. Minutes of the Committee meetings are submitted for the information of the Board members. The actions and working practices of the Committees are assessed annually in conjunction with the Board evaluation.
The Board elected in its organisational meeting, held after the Annual General Meeting on 12 April 2021, the following Board members as the Audit Committee members:
All members of the Audit Committee are independent of the Company and of the Company's significant shareholder. In the election of the Audit Committee members, the competence requirements for Audit Committee members have been taken into account.
In accordance with its charter, the Audit Committee:
Operation in 2022
In 2022, the Audit Committee held five meetings. The attendance rate of Committee members at the meetings was 100%. The Group's Chief Financial Officer, the Group Controller, the Chief Audit and Risk Officer, and the Group General Counsel regularly reported on their areas of responsibility to the Committee at the meetings. 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 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 reports on the Group’s external and internal audits, risk management, cyber security and compliance, the report on related party transactions, and the Corporate Governance Statement. The Committee also reviewed reports related to the Company’s financing, taxation, requirements of EU taxonomy, and insurances. In terms of risk management, the Audit Committee concentrated in particular on general economic development, the war in Ukraine and cyber security and related business risks by reviewing said risks at each meeting. The Audit Committee approved the 2023 audit plan, personnel resources and budget for the Group’s internal audit. The Committee also reviewed the results of goodwill impairment testing. The Committee monitored and assessed the Auditor’s independence and the additional services provided by the Auditor and other auditing firms to Kesko. The actions of the Audit Committee were assessed as part of the evaluation of Kesko’s Board work.
The Board elected in its organisational meeting, held after the Annual General Meeting on 12 April 2021, the following Board members as the Remuneration Committee members:
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:
Operation in 2022
In 2022, the Remuneration Committee held three meetings. The attendance rate of Committee members at the meetings was 100%. The Committee prepared, among other things, proposals to the Board for the Remuneration Report for the Governing Bodies of Kesko Corporation, the 2022–2025 share-based compensation plans, the performance criteria and target values and the target group for share awards, the principles of Group performance bonuses for 2023, as well as for the performance bonuses to be paid for 2021 to the President and CEO and Group Management Board members responsible for lines of business. The Committee monitored and evaluated the implementation of management total remuneration. The actions of the Remuneration Committee were assessed as part of the evaluation of Kesko’s Board work.