Remuneration and other financial benefits of the members of the Board

The Annual General Meeting decides on the remuneration and other financial benefits of the members of Kesko’s Board of Directors and its Committees annually. The Annual General Meeting held on 11 April 2018 resolved to change the remuneration structure of Board members so that a portion of the remuneration is paid as shares in the Company. The purpose of the change is to commit the Board members to the long-term development of the Company.

The General Meeting made the following resolutions regarding the remuneration of Kesko Corporation’s Board members and the reimbursement of their expenses:

  • Board Chairman, an annual remuneration of €97,000, 
  • Board Deputy Chairman, an annual remuneration of €60,000, 
  • Board member, an annual remuneration of €45,000, 
  • Board member who is the Chairman of the Audit Committee, an annual remuneration of €60,000, 
  • A meeting fee of €500/meeting for a Board meeting and its Committee's meeting. The meeting fee for the Board Chairman is €1,000/Board meeting. However, a meeting fee of €1,000/Committee meeting is paid to a Committee Chairman who is not the Chairman or Deputy Chairman of the Board. The meeting fees are paid in cash.  
  • Daily allowances and the reimbursements of travel expenses are paid to the Board members in accordance with the general travel rules of Kesko. 

The aforementioned annual remuneration payments will be made in Kesko Corporation’s B shares and in cash, with approximately 30% of the remuneration paid in shares. After the transfer of shares, the remaining remuneration amount is paid in cash. The Company will acquire the shares or transfer shares held by the Company as treasury shares in the name and on behalf of the Board members. The Company is responsible for the costs arising from the acquisition of the shares. The acquisition or transfer of the shares is carried out as soon as possible after the General Meeting. A Board member cannot transfer shares obtained in this manner until either three years have passed from the day the member has received the shares or their membership on the Board has ended, whichever comes first.

Board members do not have share compensation or share-based compensation schemes, nor do they participate in the other remuneration schemes or pension plans of the Company.

 

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