Diversity is an essential component of Kesko’s success, the achievement of Kesko’s strategic objectives and good governance at Kesko. This diversity policy describes the objectives in the achievement of diversity in the operations and composition of Kesko Corporation’s Board of Directors.
Board size and election of its members
According to the Company’s Articles of Association, the term of office of a Board member is three (3) years, starting at the close of the General Meeting electing the member and expiring at the close of the third (3rd) Annual General Meeting after the election. According to the Articles of Association, Kesko's Board of Directors is composed of a minimum of five (5) and a maximum of eight (8) members. A sufficient number of Board members promotes the diversity of Board composition, as the areas of expertise and competence of the Board members are mutually complementary and the Board’s independence requirements are satisfied.
The Board members are elected by majority votes at the General Meeting. The Board elects the Chairperson and the Deputy Chairperson from among its members for the whole term of office of the Board. In the preparation of a proposal for the Board composition, Kesko applies the practice in which a Shareholders' Nomination Committee prepares proposals to the General Meeting concerning Board members' fees and, as necessary, for the number of Board members and for the Board members.
Planning the Board composition
The composition of Kesko’s Board of Directors shall support Kesko’s current and future business operations. The Board members are appointed on their merits. Essential features in the Board diversified composition are that the Board members’ educational and cultural backgrounds, experience and professional competences for example in the social, business and cultural conditions of the markets in which Kesko operates in as well as the nationality, country of origin, age and gender distribution support Kesko’s business objectives and enable efficient Board work from Kesko’s point of view. The Board members shall also be able to devote a sufficient amount of time to Board work. Board members are recommended to hold Board memberships or high level positions in no more than four other publicly listed companies.
Kesko aims to achieve a balanced gender distribution in the composition of its Board of Directors. The composition of the Board shall reflect experience in both national and international business operations. The educational background of the Board members shall represent multiple disciplines and diversity. In addition, Kesko’s Board shall include members with strong experience in the trading sector and in-depth knowledge of the retailer business. The achievement of objectives is monitored annually and reported in the corporate governance statement.
(Approved in Kesko Corporation’s Board of Directors meeting on 25.10.2016 and updated on 17.12.2020, 26.5.2021 and 24.5.2022).
Kesko’s Board of Directors proposes to the Annual General Meeting on 30 March 2023 that the Company’s Articles of Association be amended so that the term of office for a Board member would be one (1) year, starting at the closing of the General Meeting that elects the Board member and ending at the close of the next Annual General Meeting to follow. The amended Articles of Association would apply from the 2024 Annual General Meeting onwards. If the Annual General Meeting decides in favour of the Board proposal, the Board will update its diversity policy accordingly.
Monitoring the implementation of diversity policy objectives in 2022
The educational backgrounds and experience and professional competencies of the Board members elected by the 2021 Annual General Meeting represent multiple disciplines and diversity. Several Board members have experience in the trading sector and the principal occupation of two of the seven Board members is acting as a K Group grocery retailer, while one is a K Group building and home improvement retailer. Several Board members also have experience in international business operations. Two of the seven Board members are women, in other words, the proportion of the gender with the smaller representation on the Board is approximately 29%. The age of Board members varies from 46 to 70.