Kesko's Annual Report 2009

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54 Kesko’s year 2009 Kesko’s Corporate Governance Kesko Group’s Corporate Governance structure Elects Auditor Issues an audit report Elects Supervises Controls The rules and the Corporate Governance Code observed by Kesko Kesko Corporation (Kesko or the company) is a Finnish public limited company in which the duties and responsibilities of the executive bodies are defined according to the Finnish law. The international Kesko Group comprises the parent company, Kesko, and its subsidiaries. The company is domiciled in Helsinki. The highest decision-making power in Kesko is exercised by the company’s shareholders at a General Meeting. The company’s shareholders elect the company’s Board of Directors and auditor at a General Meeting. The Kesko Group is managed by the Board of Directors and a Managing Director, who is the President and CEO. The company uses a single-tier governance model. Kesko’s decision-making and administration comply with the Finnish Limited Liability Companies Act, other regulations concerning publicly traded companies, Kesko Corporation’s Articles of Association, and the rules and guidelines of NASDAQ OMX Helsinki Ltd. In addition, the company complies with the Finnish Corpo- Kesko Corporation General Meeting, shareholders Reports Internal Audit Corporate Management Board Food trade Kesko Food Ltd and its subsidiaries Home and speciality goods trade Anttila Oy and its subsidiaries K-citymarket Oy Indoor Group Ltd and its subsidiaries Intersport Finland Ltd Musta Pörssi Ltd Kenkäkesko Ltd Elects Board of Directors Audit Committee Remuneration Committee President and CEO Building and home improvement trade Rautakesko Ltd and its subsidiaries Car and machinery trade VV-Auto Group Oy and its subsidiaries Konekesko Ltd and its subsidiaries rate Governance Code for listed companies (“Corporate Governance Code”). The Corporate Governance Code is available 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 the terms of office of Board members as specified hereafter. Departure from Corporate Governance Code recommendation The terms of the members of Kesko’s Board of Directors depart from the term of one year given in Recommendation 10 of the Corporate Governance Code. The term of the company’s Board is defined in the company’s Articles of Association. The General Meeting makes decisions on amendments to the Articles of Association. According to the company’s Articles of Association, the term of office of each Board member is three (3) years with the term 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 which, together with controlled companies, holds over 10% of all voting rights attached to Kesko’s shares, has informed the company’s Board of Directors that it considers the term of three (3) years good for the company’s long-term development and sees no need to shorten the term of office set in the Articles of Association. Corporate Governance Statement A separate Kesko’s Corporate Governance Statement referred to in the Corporate Governance Code and inspected by the Audit Committee of Kesko’s Board of Directors at its meeting on 4 February 2010 is available at www.kesko.fi. General meetings The Annual General Meeting, which is held on a date before the end of every June as designated by the company’s Board of Directors, handles the business specified for the Annual General Meeting in the company’s Articles of Association and any other proposals that may be made to the Meeting. Kesko’s Annual General Meeting has usually been held in March or April. If needed, the company may also hold an Extraordinary General Meeting. All General Meetings are convened by the company’s Board of Directors. An Extraordinary General Meeting must also be convened if shareholders with at least 10% of the shares so demand in writing in order to deal with a given matter. As a rule, General Meetings handle the matters placed on the agenda by the company’s Board of Directors. Individual shareholders have the right, prescribed in the Limited Liability Companies Act, to place those matters that fall within the competence of a General Meeting, on the General Meeting agenda, provided they make a written request to the Board of Directors in time for the matter to be included in the notice of the meeting. Shareholders must send such requests, together with a written account of the reasons behind the requests or the proposed resolutions to the Kesko Group’s Legal Affairs, Kesko Corporation, FI-00016 KESKO or by e-mail to cg@kesko.fi. Major matters to be decided by a General Meeting The major matters to be decided by a General Meeting include: • decisions on the number of Board members • the election of Board members • decisions on the remuneration and financial benefits of the members of the Board of Directors and Board Committees • the election of the auditor and decisions on the auditor’s fee • the adoption of the financial statements • decisions on discharging the Board and the Managing Director from liability • amendments to the Articles of Association • decisions on increases in the share capital • decisions on the distribution of the company’s earnings, such as profit distribution. Kesko’s year 2009 55 Convening a General Meeting Shareholders are invited to a General Meeting by a notice published in at least two nationwide newspapers, specifying e.g. • the time and place of the meeting • the proposed agenda of the General Meeting • the proposals for the number and appointment of Board members and biographical information on the candidates • the proposal prepared by the Audit Committee for the appointment of the auditor • other proposals to the General Meeting • matters placed on the General Meeting agenda for which no resolutions are proposed • a description of the procedures that shareholders must comply with in order to participate in and cast votes at the General Meeting • the ‘record date’ that defines the right to participate in and cast votes at the General Meeting • the place where the General Meeting documents and proposed resolutions are available • the address of the company website • the total number of shares and voting rights by share class on the date of the notice. The notice is delivered no earlier than two (2) months and no later than twenty-one (21) days before the record date of the General Meeting. The notice and the proposals of the company’s Board to the General Meeting are published in a stock exchange release. Proposals for the number, and proposed nominations and fees of Board members made by shareholders who hold at least 10% of the votes carried by the company shares are also published in a stock exchange release. The notice of the General Meeting and the following information is made available to shareholders on the company website at least 21 days before the General Meeting: • the documents to be submitted to the General Meeting • the resolutions proposed by the Board or another competent body. Right to participate in a General Meeting Shareholders have the right to participate in a General Meeting if they are registered as shareholders in the company’s register of shareholders kept by the Finnish Central Securities Depository Ltd at the record date separately given by the company. Those wishing to attend a General Meeting must notify their intention in advance by the date announced in the notice of the General Meeting, which date must not be earlier than ten (10) days before the meeting. Shareholders may attend the meeting themselves or through an authorised representative. The representative shall produce a proxy document or otherwise provide reliable evidence of the right to represent the shareholder. Each shareholder or representative may have one assistant at the meeting.
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Kesko’s year
Page 4 and 5:
2 Kesko’s year 2009 Kesko in brie
Page 6 and 7: 4 Kesko’s year 2009 Review by the
Page 8 and 9: 6 Kesko’s year 2009 Year 2009 in
Page 11 and 12: Kesko is a highly valued listed tra
Page 13 and 14: uct and service benefits to custome
Page 15: the Pirkka magazine continued to in
Page 18 and 19: 16 Kesko’s year 2009 K-food store
Page 20 and 21: 18 Kesko’s year 2009 High-quality
Page 23 and 24: Kesko’s home and speciality goods
Page 25 and 26: Year 2009 In 2009, the net sales of
Page 27: Market shares and competitors Hyper
Page 30 and 31: 28 Kesko’s year 2009 Products and
Page 32 and 33: 30 Kesko’s year 2009 Through its
Page 34 and 35: 32 Kesko’s year 2009 Responsibili
Page 37 and 38: VV-Auto and Konekesko make up the c
Page 39 and 40: market for agricultural machinery i
Page 41 and 42: Market shares VV-Auto Finland: Volk
Page 43: Real estate operations indicators f
Page 46 and 47: 44 Kesko’s year 2009 Kesko is a g
Page 48 and 49: 46 Kesko’s year 2009 The widest v
Page 51 and 52: Principles and indicators of respon
Page 53 and 54: effective stakeholder interaction w
Page 55: compare the responsibility practice
Page 59 and 60: Decision-making, activities and mee
Page 61 and 62: A written managing director’s ser
Page 63 and 64: made by the Remuneration Committee
Page 65 and 66: programmes, for their competitive t
Page 67 and 68: the Audit Committee, and reports on
Page 69 and 70: Mikko Kosonen b. 1957, D.Sc. (Econ.
Page 71 and 72: Notice period and severance pay: 6
Page 73 and 74: Report by the Board of Directors Ja
Page 75 and 76: In January-December, two new K-raut
Page 77 and 78: The retail sales of the K-rauta and
Page 79 and 80: Significant risks and uncertainties
Page 81 and 82: Group performance indicators Kesko
Page 83 and 84: Net sales by segment, continuing op
Page 85 and 86: Calculation of performance indicato
Page 87 and 88: Consolidated Financial Statements C
Page 89 and 90: Consolidated statement of cash flow
Page 91 and 92: NOTE 1 Accounting policies for the
Page 93 and 94: Foreign currency items The consolid
Page 95 and 96: Other intangible assets The cost of
Page 97 and 98: exceed 10 percent of the higher rat
Page 99 and 100: cating resources, has been identifi
Page 101 and 102: Segment information 2008 Income sta
Page 103 and 104: Net assets of discontinued operatio
Page 105 and 106: Exchange differences recognised in
Page 107 and 108:
Goodwill and intangible rights by s
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Property, plant and equipment inclu
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NOTE 18 Finance lease receivables K
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NOTE 20 Kesko financial statements
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A total amount of €12.6 million (
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Kesko financial statements 2009 Rev
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NOTE 29 Finance lease liabilities K
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Group as the lessor Minimum lease p
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Movements in quantities and exercis
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NOTE 41 Financial risk management W
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Liquidity risk and sensitivity anal
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Kesko financial statements 2009 Bre
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Fair values of derivative financial
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with regard to business operations,
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In addition, the other operating ex
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Owned by other Group companies Domi
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Parent's balance sheet (FAS) € 31
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Kesko financial statements 2009 Not
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€ million 2009 2008 Accumulated d
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Increase in share capital During th
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Signatures Signatures Helsinki, 4 F
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the record date, and whose custodia
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Share performance indicators Tradin
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Prices and trading of Kesko A and B
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Share capital and shares Kesko fina
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Information about Kesko for investo
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Kenkäkesko Ltd Kutojantie 4, FI-02
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Operations control system (ERP Ente
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www.kesko.fi Business ID 0109862-8
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Kesko's Annual Report 2009

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