|Annual and meeting fees paid to Board members for Board and Committee work in 2015 (€)*|
|Annual fees||Board||Audit Committee||Remuneration Committee||Total|
|Esa Kiiskinen (Ch.)||80,000||6,500||1,500||88,000|
|Mikael Aro (Dep. Ch.)***||37,500||4,500||1,500||43,500|
|* Reported on a cash basis|
|** Board member until 13 April 2015|
|*** Board member as of 13 April 2015|
The table includes all members of Kesko’s Board of Directors in 2015. The new Board members elected by the General Meeting held on 13 April 2015 are Mikael Aro, Matti Kyytsönen, Anu Nissinen and Kaarina Ståhlberg. At the same General Meeting, the terms of office of Board members Seppo Paatelainen, Ilpo Kokkila, Maarit Näkyvä and Virpi Tuunainen ended.
President and CEO Mikko Helander’s personal compensation, other financial benefits, performance bonus scheme criteria and performance bonuses paid are decided by Kesko's Board of Directors based on the Remuneration Committee's preparatory work. A written managing director's service contract, approved by the Board, is in force between the Company and the President and CEO. Helander has been the Company’s President and CEO and the Chair of the Group Management Board since 1 January 2015.
On 16 December 2014, Kesko Corporation's Board of Directors decided to transfer 8,791 own B shares held by the Company as treasury shares to Mikko Helander, who took office as the Company's President and CEO on 1 January 2015. The share transfer was based on the managing director's service contract signed with Mikko Helander and the transferred shares are part of the agreed total compensation. The Kesko B shares granted to Helander carry a commitment period until 1 October 2016, during which the shares are not allowed to be transferred.
The salaries, fringe benefits and performance bonuses paid to Helander and his other financial benefits in 2014—2015 are presented in the following tables.
|Salaries, performance bonuses and fringe benefits in 2014–2015 (€)|
|Non-variable monetary salary||856,800||210,000*|
|* Employment began on 1 October 2014.|
|** Performance bonus paid based on the previous year’s profit.|
|Share-based compensation plan 2014–2016|
|Share award (pcs)||2015||2014|
|Commitment period (expiry date)||31 Dec. 2018||-|
|* The Board’s decision in February 2016. Shares granted for the vesting period 2015 will be paid in April 2016 in accordance with the terms and conditions of the plan.|
President and CEO Mikko Helander's old-age pension age is 63 and the amount of his old-age pension is 60% of his pensionable earnings in accordance with the Employees' Pensions Act (TyEL). The pensionable salary is determined based on his non-variable monetary salary, performance bonuses and fringe benefits for the last ten (10) years. The supplementary pension is based on a defined benefit plan. The cost of the supplementary pension for the period, calculated on an accrual basis, was €0.8 million and the pension liability was €0.9 million as at 31 December 2015. The pension cost of the President and CEO's statutory pension provision was €0.1 million.
A health insurance and a life insurance have been taken out for Helander.
Helander’s period of notice is twelve (12) months if the managing director’s service contract is terminated by the Company and six (6) months if Helander resigns. If the Company terminates the contract for a reason other than a material breach of contract by the managing director, and the managing director does not retire on an old-age pension or some other pension, the managing director is paid, in addition to the salary for the period of notice, a compensation corresponding to the combined amount of 12 months' monetary salary and fringe benefits.
|Group Management Board members’ salaries, performance bonuses and fringe benefits in 2014–2015 (€)*|
|Non-variable monetary salary||Performance bonuses||Fringe benefits||Total|
|Mikko Helander, Ch.||856,800||210,000||140,000||0||21,725||5,265||1,018,525||215,265|
|Group Mmanagement Board**||1,777,640||1,843,260||371,750||286,500||126,478||121,649||2,275,868||2,251,409|
|* Salaries, performance bonuses and fringe benefits are reported on a cash basis. The 2014 earnings on accrual basis are calculated by adding the amount of performance bonus paid in 2015 to the salaries and fringe benefits for 2014. The performance bonus for 2015 will be decided and paid in spring 2016.|
|** Excluding President and CEO Helander. Some of the current Group Management Board members took up their posts in 2015.|
|Share-based payments to Group Management Board members in 2013–2015 (pcs)|
|Maximum||To be granted**||Maximum||Granted||Maximum||Granted|
|Mikko Helander, Ch.||21,000||11,214||-||-||-||-|
|Group Management Board*||53,000||28,302||48,000||16,812||46,500||9,300|
|* Excluding President and CEO Helander. Some of the current Group Management Board members took up their posts in 2015.|
|** The Board’s decision in February 2016. The shares to be granted for the 2015 vesting period will be paid in March–April 2016 in accordance with the terms and conditions of the plan.|
|Group Management Board members' retirement benefits, periods of notice and termination benefits in 2015*|
|Old-age pension age (years)||Pension as percentage of pensionable salary (%)||Period of notice||Termination benefit**|
|Mikko Helander||63||60||6/12 mo***||12-mo salary|
|Jorma Rauhala||62||66||6 mo||6-mo salary|
|Terho Kalliokoski||62||66||6 mo||12-mo salary|
|Pekka Lahti||62||66||6 mo||18-mo salary|
|Jukka Erlund||in accordance with TyEL****||in accordance with TyEL****||6 mo||6-mo salary|
|Matti Mettälä||62||66||6 mo||12-mo salary|
|Anne Leppälä-Nilsson||in accordance with TyEL****||in accordance with TyEL****||6 mo||18-mo salary|
|Lauri Peltola||in accordance with TyEL****||in accordance with TyEL****||6 mo||6-mo salary|
|Anni Ronkainen||in accordance with TyEL****||in accordance with TyEL****||6 mo||6-mo salary|
|* As at 31 December 2015|
|** If given notice by the employer. Termination benefit includes monetary salary and fringe benefits.|
|*** The period of notice is twelve (12) months if the managing director’s service contract is terminated by the Company and six (6) months if the President and CEO resigns.|
|**** TyEL = the Employees' Pensions Act|