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Finnair Plc
Tietotie 11 A
FI-01053 FINNAIR
Telephone +358 9 81 881

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Subsidiaries


BOARD OF DIRECTORS

Composition and term of office
The Board of Directors of Finnair Plc consists of a chairman and at least four and at most seven members. The Annual General Meeting elects the Chairman and the Members of the Board of Directors for one year at a time. The Board of Directors elects a Vice Chairman from among its members.

On 22 March 2007 the Annual General Meeting of Finnair Plc elected Christoffer Taxell as Chairman of the Board of Directors, and as Members of the Board Kalevi Alestalo, Sigurdur Helgason, Markku Hyvärinen, Satu Huber, Kari Jordan (as Vice Chairman), Ursula Ranin and Veli Sundbäck. All members of the Board are independent and from outside the company. Kalevi Alestalo is in the service of the Finnish Government, Finnair Plc's largest shareholder. The Board of Directors' term of office expires at the end of the Annual General Meeting to be held on 27 March 2008.

Duties and meetings
The Board of Directors is responsible for the company's operations and finances, it convenes the Annual General Meeting and it prepares the matters to be dealt with at the Annual General Meeting. The Board of Directors is also responsible for implementing the decisions of the Annual General Meeting.

The Board of Directors appoints and dismisses the President and CEO and decides on his salary. The Board of Directors also appoints and dismisses the Deputy to the President and CEO. The Board of D rectors selects the members of the Group's senior management and decides on their terms of employment, taking into account the guidelines of the personnel strategy and remuneration system in accordance with the company's principles of corporate governance. The Board of Directors is responsible for ensuring that the company's accounts, budget monitoring systems and risk management are arranged in accordance with the company's principles of corporate governance.

The Board of Directors is also responsible for ensuring that the openness and fairness referred to in the company's principles of corporate governance are implemented in the information given in the company's financial statements.

The company's business name is signed by the Chairman of the Board of Directors, the President and CEO and the deputy CEO each separately or two members of the Board of Directors together. The Board of Directors grants and revokes rights to sign the business name as well as powers of procuration. The holders of powers of procuration sign the business name two together or each separately with one member of the Board of Directors.

The Board of Directors meets on average 8-10 times per year. In 2007, the Board of Directors held 13 meetings, of which four were conducted as conference calls. The average attendance percentage of the members of the Board of Directors at the meetings of the Board was 96.

The President and CEO of Finnair Plc, or a senior member of Finnair Group management nominated by the President and CEO, acts as the presiding officer at meetings of the Board of Directors. The Finnair Group's Legal Counsel Sami Sarelius acts as secretary to the Board of Directors. The Board of Directors evaluates its working practices regularly.

Committees
The Board of Directors has established a Salary and Appointments Committee as well as an Audit Committee. The Salary and Appointments Committee consisted of Chairman of the Board Christoffer Taxell as well as Members of the Board Kalevi Alestalo, Kari Jordan and Ursula Ranin. President and CEO Jukka Hienonen acts as the presiding officer. The committee met three times in 2007.

The Audit Committee consists of Markku Hyvärinen as chairman as well as Sigurdur Helgason, Satu Huber and Veli Sundbäck as members. President and CEO Jukka Hienonen acts as the presiding officer. The committee met two times in 2007.

The Finnair Group's SVP Human Resources Anssi Komulainen acts as secretary to the Salary and Appointments Committee and the Finnair Group's Vice President and General Counsel Sami Sarelius acts as secretary to the Audit Committee.

Remuneration and other benefits
The monthly remuneration and attendance allowances decided by the Annual General Meeting for Members of the Board of Directors in 2005 were:

  • Chairman's monthly remuneration 4,300 euros/month
  • Vice Chairman's monthly remuneration 2,500 euros/month
  • Member of the Board's monthly remuneration 2,300 euros/month
  • Attendance allowance 500 euros meeting/person
The Board of Directors are entitled to a daily allowance and compensation for travel expenses in accordance with Finnair Plc's general travel rules. In addition, Members of the Board of Directors have a limited right to use ID tickets in accordance with Finnair Plc's ID ticket rules.

The members of Finnair Plc's Board of Directors were paid monthly remuneration and attendance allowances totalling 289,800 euros in 2007.


  

 


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