Shareholders’ Nomination Committee

The election process and duties of the Shareholders' Nomination Committee

Kesko's Annual General Meeting 2020 resolved to establish a Shareholders' Nomination Committee and confirmed rules of procedure for the Committee. The 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 Chairman 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 pur-pose 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.

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 in 2021

The members of Kesko's Shareholders' Nomination Committee for the 2021-2022 term of office are

• Toni Pokela, retailer, appointed by K-Retailers' Association
• Jouko Pölönen, President and CEO, appointed by Ilmarinen Mutual Pension Insurance Company, and
• Esa Kiiskinen, Chairman of Kesko's Board of Directors.

The Committee elected Toni Pokela as Committee Chairman at its organisational meeting on 13 September 2021.

Details for Toni Pokela and Esa Kiiskinen can be found at section Board members. Jouko Pölönen (b. 1970) MA (Econ.), eMBA, is the President and CEO of Ilmarinen Mutual Pension Insurance Company.

The Shareholders' Nomination Committee convened two (2) times in 2021, and all members attended all meetings. The Shareholders' Nomination Committee submitted to the 2021 Annual General Meeting proposals regarding the number of Board members and Board composition. The Committee proposal was published in a stock exchange release on 19 January 2021. The Shareholders’ Nomination Committee proposes to Kesko’s 2022 Annual General Meeting that the remuneration for Board members remain unchanged. The Committee proposal was published in a stock exchange release on 31 January 2022.