FINNAIR PLC'S CHARTER OF THE COMPENSATION AND NOMINATION COMMITTEE
The purpose of a committee of Finnair's board of directors (the "Board") is to assist the Board by preparing the committee-dedicated matters for the Board. It does not have decision making powers independent from the Board.
The matters dedicated to the Compensation and Nomination Committee (the "Committee") in assisting the Board are compensation and nomination of the chief executive officer and other top executives of the group and the compensation policies and practices of the personnel.
The Chair and the members of the Committee are Board members elected by the Board in its annual convening meeting. The minimum number of members is three. A member of the Committee must be independent from Finnair.
Members of the Compensation and Nomination Committee are
- Christoffer Taxell (Chairman),
- Ursula Ranin,
- Pekka Timonen and
- Kari Jordan
The Committee prepares the following matters for the Board:
- compensations, pensions, benefits and other material terms of the contract of the chief executive officer
- compensations, pensions and benefits of the top executives of the group, and other material terms of their contracts to the extent that the same deviate from the customary practice
- nominations of the chief executive officer and other top executives
- top executives' succession planning
- composition of the Management Group
- equity-based incentive plans
- the compensation policies and practices of the personnel
- management's participation in the boards' of directors of the group and of external companies
- major organisational changes
- proposals of awarding the members of the management honorary decorations and titles
The provisions above concerning the chief executive officer shall also apply to his or her deputy.
The Chair of the Committee convenes the meetings of the Committee. The Committee meets regularly at least three times a year.
The agenda and the materials for the meeting are prepared by the Chair and the chief executive officer. Whenever possible, the agenda and the materials are delivered to the members well in advance of the meetings.
The chief executive officer presents the matters to the Committee and the secretary of the Board acts as the Committee's secretary. The Committee may also allow other persons proposed by the chief executive officer to participate in the Committee's meetings.
The secretary keeps minutes in the meetings and the minutes are confirmed by the signatures of the Chair and the secretary.
The matters and minutes of the Committee are presented to the Board.
The Committee's performance is reviewed by the Committee and the Board as a part of the Board's annual self-evaluation.
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