Pdf version (3.2 MB) - Kesko

egion. Synergy benefits are achieved by
capital expenditure on centrally guided purchasing
and selections development, and
in a shared enterprise resource planning
system and logistics network.
In the car and machinery trade, the market
shares of the brands represented, including
Volkswagen and Audi, will be increased
by developing the retail sales and service
network with an increasing customerdriven
approach.
Kesko's strategy is presented in more
detail in Kesko's 2011 Annual Report on
pages 9–11.
The business models applied in Kesko's
sales to consumer-customers are retailing
through retailer entrepreneurs and Kesko's
own retailing. Kesko is also engaged in
B2B sales. More detailed information on
the business models and responsible and
efficient operating practices is available in
Kesko's 2011 Annual Report on pages 10–11.
Kesko’s financial reporting and planning
are based on the Kesko Group’s management
system. The plans and actions relevant to
corporate responsibility are integrated in
the different sections of Kesko’s management
system (see page 52). Management
systems based on international standards
have also been adopted.
The progress and results of Kesko's corporate
responsibility work are discussed in
Kesko's responsibility programme 2008–
2012 on pages 58–59 and in the GRI section
on pages 60–90.
CORPORATE GOvERNANCE
Kesko's decision-making and corporate governance
are guided by Kesko's values and
responsible operating practices. Decision
making and corporate governance comply
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
sTRaTEgIC OBJECTIVEs
PROFITABLE GROWTH
■ Our objective is to grow faster than
market
■ We seek growth in nearby areas,
particularly in Russia
■ We invest in the development of our
store network
■ We develop online services and
e-commerce
■ We increase our shareholder value
and guidelines of NASDAQ OMX Helsinki
Ltd. The company complies with the Finnish
Corporate Governance Code for Listed
Companies 2010. The code can be read in
full at www.cgfinland.fi.
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 to
the effect that the term of office of a Kesko
Board member is three years instead of the
one-year term of office recommended by the
Code. Read more at www.kesko.fi/investors
or in the Annual Report on page 46.
The highest decision-making power in
Kesko is exercised by the company's shareholders
at the company's General Meeting.
The company's shareholders elect the
company's Board and auditor at the Annual
General Meeting. The company uses a socalled
one-tier governance model. Read
more about the General Meeting, the matters
falling within the competence of the General
Meeting, convening the General Meeting,
right to participate in the General Meeting,
its minutes, and the presence of governing
bodies at www.kesko.fi/investors, or in the
Annual Report on pages 46–47.
Kesko's Board is composed of seven members,
one of whom is a woman. All Board
members are non-executive directors.
Based on the latest independence evaluation
carried out on 4 April 2011, the Board
considers that all of its members are independent
of the company's significant shareholders,
and that the majority of the members
are also independent of the company.
Three Board members (K-retailers) control
companies each of which has a chain agreement
with a Kesko Group company. The
Kesko Board does not include representatives
of the personnel.
The Board regularly assesses its operations
and working practices and carries
out a related self-assessment once a year.
SALES AND SERvICES FOR
CONSUMER-CUSTOMERS
■ We increase the value of our brands
■ Our customer satisfaction exceeds that
of our competitors
■ Our competitive asset is the K-retailers
who know the local customers and their
needs
■ We use loyal customer information
efficiently to serve our customers
REspONsIbIlITy IN day-TO-day aCTIVITIEs
In 2011, the Board held 10 meetings. The
Board members' attendance rate at the Board
meetings was 94.3%. More information on
the Board's operations in 2011 is available in
Kesko's Annual Report on pages 47–48 and
at www.kesko.fi/investors.
The Board has an Audit Committee and a
Remuneration Committee, both of which are
composed of three members. Neither Committee
has independent decision-making
power. Instead, the Board makes decisions
based on the preparatory work of the Committees.
In 2011, the Audit Committee held
five meetings and the Remuneration Committee
held three meetings. More information
on the Committees' work is available on
Kesko's 2011 Annual Report on pages 48–49
and at www.kesko.fi/investors.
The Board has not appointed any of its
members to concentrate especially on corporate
responsibility matters, nor does
Kesko have a separate process for evaluating
the Board members’ competence in corporate
responsibility. In its decision-making,
the Board relies on the expertise of the Corporate
Responsibility Advisory Board, as
necessary.
The Board members’ fees are not tied
to the company’s corporate responsibility
performance. The Board's remuneration
plans and fees are presented in the
Annual Report on pages 49–50 and at
www.kesko.fi/investors.
The Board discusses the Corporate
Responsibility Report as soon as it has
been completed, and as necessary, also
other related issues brought out either by
the Corporate Management Board or the
Corporate Responsibility Advisory Board.
The Board's principal duties are listed
in the Annual Report, on page 47 and at
www.kesko.fi/investors.
The Kesko Group has a Corporate Management
Board, the Chair of which is Kesko's
President and CEO. The Corporate Management
Board has no authority based on
RESPONSIBLE AND EFFICIENT
OPERATING PRACTICES
■ Our operating practices are responsible
■ We efficiently combine retailer
entrepreneurship and chain operations
■ We leverage our economies of scale
and competence for the benefit of
customers
■ We automate our processes
Kesko Corporate Responsibility Report 2011 51