Kesko - AGM 30March 2020
Under ITEM 11, the board of directors seeks approval of the Company's executive remuneration policy. ECGS notes that, following the entry into force of the EU ShareholdersnRights Directive (SRD II), this is the first time that Kesko puts its executive remuneration policy to a vote. Fixed and variable remuneration amounts are reasonable, but pension contributions (149% of the CEO's base salary in 2019) significantly exceed Finnish market practice. ECGS also notes that the LTI depends on a 2-year performance period, which is not long enough to align the interests of executives with the creation of sustainable value in the long term. Furthermore, ECGS strongly regrets that no details have been disclosed regarding the level of achievement of short-term targets. It therefore recommends to vote OPPOSE.
Under ITEM 13, the audit committee of the board of directors seeks approval of the remuneration of the auditor. Since non-audit fees paid are greater than 50% of the audit fee on a three-year aggregate basis, ECGS recommends to vote OPPOSE.
Under ITEM 14, the audit committee proposes to reappoint PricewaterhouseCoopers as the Company's auditor for FY 2020. As already mentioned above, the level of non-audit fees is not in accordance with ECGS' guidelines, and the current auditor has been in office for the last 43 years, which exceeds its guidelines. In line with EU regulation, ECGS recommends a term of maximum 20 years (10 + 10 years, if a tender is undertaken). Therefore, ECGS recommends to vote OPPOSE.
Kesko is a provider of trading sector services. Co.'s reportable segments are: food trade, which comprises the wholesale and B2B trade of groceries in Finland and the grocery trade in Russia; home and speciality goods trade, which comprises Co.'s K-citymarket Oy subsidiary's home and speciality goods; building and home improvement trade, which includes Co.'s Rautakesko Ltd's subsidiary's wholesale and B2B sales in the building and home improvement and agricultural trade in Finland, and the trade in Sweden, Norway, the Baltic countries, Russia and Belarus; and car and machinery trade, which comprises the business operations of Co.'s subsidiaries, VV-Auto Group Oy and Konekesko Ltd.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
- Proxy reports
- Definition and monitoring of client customized voting guidelines
- Corporate Governance Data and Rating
- Thematic research
- Engagement support
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.