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
• Jouko Pölönen, President and CEO, appointed by Ilmarinen Mutual Pension Insurance Company, and
• Esa Kiiskinen, Chair of Kesko’s Board of Directors. 

At its organisational meeting on 23 September 2024, 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. Jouko Pölönen (b. 1970) MA (Econ.), eMBA, is the President and CEO of Ilmarinen Mutual Pension Insurance Company.

Composition and actions of Kesko's Shareholders' Nomination Committee in 2024

The Shareholders’ Nomination Committee convened four (4) times in 2024, and all members attended all meetings.

The Shareholders’ Nomination Committee proposed to Kesko’s 2024 Annual General Meeting that seven members be elected to the Board of Directors, and that Esa Kiiskinen, Peter Fagernäs, Jannica Fagerholm, Piia Karhu, Jussi Perälä and Timo Ritakallio be re-elected as Board members and Pauli Jaakola be elected as a new member. The Nomination Committee proposed that the annual fees of Board members be raised by approximately five (5) 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 26 January 2024. General Meeting was in favour of all proposals submitted by the Shareholders’ Nomination Committee.

The Shareholders’ Nomination Committee proposes to Kesko’s 2025 Annual General Meeting that seven members be elected to the Board of Directors. The Nomination Committee proposes that the following persons be elected as Board members: retailer Esa Kiiskinen, business college graduate, kauppaneuvos; Jannica Fagerholm, M.Sc. Economics; retailer Pauli Jaakola, EMBA; Piia Karhu, Doctor of Science, Economics and Business Administration; retailer Jussi Perälä, business college graduate; and Timo Ritakallio, Doctor of Science (Technology), LL.M., MBA. Tiina Alahuhta-Kasko, D.Sc. (Tech.) h.c., M.Sc. (Econ), CEMS MIM, is proposed to be elected as a new member of the Board. Of the current Board members, Peter Fagernäs has stated he is not available for re-election. The Shareholders’ Nomination Committee also proposes that the annual fees for Board members be raised by  approximately 10-14%, and that other remuneration for Board members and the reimbursement of their expenses remain unchanged. The Committee proposal was published in a stock exchange release on 15 January 2025.