This Corporate Governance Statement has been reviewed at the meeting of the Audit Committee of Kesko Corporation’s Board of Directors on 31 January 2017.
This is the Corporate Governance Statement in accordance with the Finnish Corporate Governance Code issued by the Securities Market Association effective on 1 January 2016 which refers to the Report by the Board of Directors. This statement and the other information to be disclosed in accordance with the Corporate Governance Code, and the Company’s financial statements, the Report by the Board of Directors and the Auditor’s Report are available on Kesko’s website at http://kesko.fi/en/investor/corporate-governance/.
Kesko Corporation (“Kesko” or “the Company”) is a Finnish limited liability company in which the duties and responsibilities of management bodies are defined according to the regulations observed in Finland. The parent company Kesko and its subsidiaries form Kesko Group. The Company is domiciled in Helsinki.
Decision-making and corporate governance are in compliance with the Finnish Limited Liability Companies Act, regulations concerning publicly quoted companies, Kesko’s Articles of Association, the charters of Kesko’s Board of Directors and its Committees and the rules and guidelines of Nasdaq Helsinki Ltd.
Kesko applies the Finnish Corporate Governance Code for Listed Companies in force at any given time. This statement has been prepared in compliance with the Finnish Corporate Governance Code effective on 1 January 2016 (“Corporate Governance Code”). The Corporate Governance Code can be read in full at http://cgfinland.fi/files/2015/10/hallinnointikoodi2015finweb1.pdf. As provided by the ‘Comply or Explain’ principle of the Corporate Governance Code, the Company departs from the Corporate Governance Code's recommendation concerning a Board member’s term of office. The reasons for the departure are described below.
The term of office of Kesko's Board of Directors departs from the one-year term pursuant to Recommendation 6 (Term of Office of the Board of Directors) of the Corporate Governance Code. The term of office of the Company’s Board of Directors is determined in accordance with the Company’s Articles of Association. The General Meeting decides on amendments to the Articles of Association. 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.
A shareholder who, together with related entities, represents over 10% of votes attached to all Kesko shares, has informed the Company's Board of Directors that it considers the term of office of three (3) years good for the Company's long-term development and has not seen any need to shorten the term stated in the Articles of Association.