FINNAIR PLC'S CHARTER OF THE AUDIT 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 Audit Committee (the "Committee") pertain to the Board's responsibility to ensure that the controls regarding the group's accounting and managing of assets are adequately arranged.
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.
Members of the Audit Committee are
- Markku Hyvärinen (Chairman),
- Satu Huber,
- Sigurdur Helgason and
- Veli Sundbäck
The matters in which the Committee's assists the Board include:
- monitoring the group's financial status and ensuring that the group's financial reporting, accounting and managing of funds, other assets and risks are adequately arranged
- ensuring that the external and internal auditing is adequately arranged
- ensuring the independence of the external auditing
- deciding upon significant changes in the accounting principles or valuations of the group's assets
- ensuring that the internal controls and other risk management is adequately arranged, and to approve the risk management policies
- ensuring the group's compliance with laws and regulations
The Committee reviews the following reports and matters as part of its regular work:
- internal auditors' annual report
- internal auditors' audit plan for the current year
- external auditors' annual report
- external auditors' audit plan for the current year
- risk management board's report on risk management and major risks as well as the processes and measures relating thereto
- financial management's and internal and external auditors' report on financial reporting and other disclosure and on management of funds and other assets
- external auditors' interim audit report up to the third quarter of the fiscal year and the preliminary discussion on the annual accounts
The Chair of the Committee convenes the meetings of the Committee. The Committee meets regularly at least twice a year.
The agenda and the materials for the meeting are prepared by the Chair and the managing director. Whenever possible, the agenda and the materials are delivered to the members approximately a week before the meeting.
The chief executive officer presents the matters to the Committee. The secretary of the Board acts as the Committee's secretary. Unless the Committee decides otherwise, the chief finance officer, the chief of internal auditing and the external auditors attend the Committee's meetings. The Committee may also allow other persons proposed by the chief executive officer to participate in the Committee's meetings.
The secretary of the Committee keeps minutes in the meetings and the minutes are confirmed by the signatures of the Chair and the secretary. The Chair reports to the Board the matters handled by the Committee.
The minutes of the Committee meetings and the reports presented therein are distributed to the members of the Board, the chief executive officer, the chief finance officer, the chief of internal audit and the external auditors.
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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