Shareholders’ Nomination Committee
The election process and duties of the Shareholders' Nomination Committee
The Shareholders Nomination Committee is a governing body for Kesko shareholders, and has three members. Two members are appointed by Kesko's biggest shareholders and the third member is the Chair of Kesko's Board of Directors. The right of nomination of members representing the shareholders belongs to those two shareholders whose share of votes conferred by all shares in Kesko is the largest according to the register of shareholders maintained by Euroclear Finland Ltd on 1 September preceding the Annual General Meeting. The term of office of the members of the Shareholders' Nomination Committee ends when new Committee members are appointed. The Nomination Committee members do not receive fees for their membership. Their travel expenses are reimbursed in accordance with the general travel rules of Kesko.
The main duty of the Nomination Committee is to ensure that the Board of Directors and its members have the expertise, knowhow and experience adequate for Kesko's needs, and to prepare reasoned proposals for this purpose to the General Meeting. In accordance with its rules of procedure, the Nomination Committee duties are to:
- prepare and present a proposal for the remuneration of the mem-bers of the Board of Directors to the General Meeting,
- prepare and present a proposal for the number of members of the Board of Directors to the General Meeting,
- prepare and present a proposal for members of the Board of Di-rectors to the General Meeting,
- answer the questions asked by the shareholders at the General Meeting concerning the proposals made by the Nomination Committee, and
- look for candidates to replace members of the Board of Directors.
The Nomination Committee makes proposals to the General Meeting on the matters listed as duties of the Nomination Committee that on the grounds of the Limited Liability Companies Act and Kesko's Articles of Association are on the Agenda of the General Meeting.
Kesko's Annual General Meeting 2020 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Committee. The Shareholders' Nomination Committee is established for the time being, until decided otherwise by the General Meeting.
The rules of procedure of the Shareholders' Nomination Committee
Diversity policy of Kesko Corporation’s Board of Directors
Composition and actions of Kesko's Shareholders' Nomination Committee
The members of Kesko’s Shareholders’ Nomination Committee are
- Pauli Jaakola, retailer, appointed by K-Retailers' Association
- Annika Ekman, Chief Investment Officer, appointed by Ilmarinen Mutual Pension Insurance Company, and
- Esa Kiiskinen, Chair of Kesko’s Board of Directors
At its organisational meeting on 23 September 2025, the Committee elected Pauli Jaakola as Committee Chair. Jaakola has been Nomination Committee Chair since 6 June 2024.
Details for Pauli Jaakola and Esa Kiiskinen can be found at section Board members. Annika Ekman (female, b. 1977, Master of Science Econ.), is Chief Investment Officer at Ilmarinen Mutual Pension Insurance Company.
Composition and actions of Kesko's Shareholders' Nomination Committee in 2026
The Shareholders’ Nomination Committee convened three (3) times in 2025, and all members attended all meetings. The Shareholders’ Nomination Committee proposed to Kesko’s 2025 Annual General Meeting that seven members be elected to the Board of Directors, and that Esa Kiiskinen, Jannica Fagerholm, Pauli Jaakola, Piia Karhu, Jussi Perälä and Timo Ritakallio be re-elected as Board members and Tiina Alahuhta-Kasko be elected as a new member. The Nomination Committee proposed that the annual fees of Board members be raised by approximately 10-14 percent, and that other remuneration of Board members and the reimbursement of their expenses remain unchanged. The Committee proposal was published in a stock exchange release on 15 January 2025.The General Meeting was in favour of all proposals submitted by the Shareholders’ Nomination Committee.
The Shareholders’ Nomination Committee proposes to Kesko’s 2026 Annual General Meeting that seven members be elected to the Board of Directors. The Nomination Committee proposes that the following persons be re-elected as Board members: retailer Esa Kiiskinen, business college graduate, kauppaneuvos; Tiina Alahuhta-Kasko, D.Sc. (Tech.) h.c., M.Sc. (Econ), CEMS MIM; Jannica Fagerholm, M.Sc. Economics; retailer Pauli Jaakola, EMBA; retailer Jussi Perälä, business college graduate; and Timo Ritakallio, Doctor of Science (Technology), LL.M., MBA, vuorineuvos. Mervi Airaksinen, M.Sc. (Econ.) is proposed to be elected as a new member of the Board. Of the current Board members, Piia Karhu has stated she is not available for re-election. The Shareholders’ Nomination Committee also proposes that the annual fees and other remuneration for Board members and the reimbursement of their expenses remain unchanged. The Committee proposal was published in a stock exchange release on 16 January 2026.
