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 Deputy Chairman from among its members.

On 31 March 2010 the Annual General Meeting of Finnair Plc elected the following persons as Members of the Board:

• Christoffer Taxell, former Government Minister, LLM, b. 1948 (Chairman)
• Sigurdur Helgason, MBA, b. 1946
• Satu Huber, Managing Director of the Tapiola Pension Ltd., M.Sc. (Econ.),b. 1958
• Harri Sailas, President and CEO of Ilmarinen Mutual Pension Insurance Company, MSc (Econ), b. 1951 (Deputy Chairman)
• Ursula Ranin, M.Sc. (Econ.), LLM, b. 1953
• Veli Sundbäck, LLM, b. 1946
• Pekka Timonen Director-General of the Prime Minister´s Office Ownership Steering Department, LLD, b. 1960
• Elina Björklund, VP Marketing Fiskars Home, M.Sc. (Econ.), b. 1970

Members of the Board of Directors

Tasks and description of activities
The Board of Directors represents the company and all of its shareholders. The Board of Directors must act in the interests of the company and its shareholders and handle its tasks prudently, basing its actions on the best information and expertise available to it or which reasonably can be acquired by it.

The Board of Directors approves the company's strategy and is responsible for arranging financial monitoring and risk management. The Board of Directors approves the main principles of the management and governance systems necessary for implementing its tasks and appoints the senior management responsible for them. In addition, the Board of Directors decides on the convening of the Annual General Meeting, prepares the matters to be dealt with at the Annual General Meeting and is responsible for implementing the decisions of the Annual General Meeting.

The Board of Directors appoints and dismisses the President & CEO and decides on his/her salary and terms of employment. The Board of Directors also appoints and dismisses the deputy to the President & CEO. The Board of Directors selects the members of Finnair Group's senior management and decides on their terms of employment, taking into account the human resources strategy guidelines and remuneration schemes in accordance with the company's corporate governance. The Board of Directors is responsible for ensuring that the company's accounts, budget monitoring system, internal auditing and risk management are arranged in accordance with the company's corporate governance.

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

The company is represented by the Chairman of the Board and the company's President & CEO as well as the Deputy CEO each separately, by two Members of the Board of Directors together, and by those individuals to whom the Board of Directors has conferred the right to represent the company, together with a Member of the Board or another individual entitled to represent the company. The company's powers of procuration are decided by the Board of Directors.

The President & CEO of Finnair Plc or a senior member of the Finnair Group's management nominated by him acts as the presiding officer at meetings of the Board of Directors. The Finnair Group's General 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 Compensation and Appointments Committee and an Audit Committee. The Compensation and Appointments Committee consists of Chairman of the Board Christoffer Taxell as well as Members of the Board Pekka Timonen, Kari Jordan and Ursula Ranin. The Compensation and Appointments Committee's main task is, among other things, to prepare for the decision of the Board of Directors compensation and appointments matters relating to the company's President & CEO and the Group's other senior management as well as principles and practices relating to the compensation of the company's personnel.

The Audit Committee consist of Veli Sundbäck (Chairman), members Sigurdur Helgason and Satu Huber and, a new member, Elina Björklund. The Audit Committee's main task is, among other things, to monitor the financial statements reporting process and to monitor that internal controls and risk management have been appropriately arranged, and to assess compliance with laws and regulations within the Group.

The Finnair Group's General Counsel Sami Sarelius acts as secretary to both committees.

Salaries and remuneration
The remuneration and attendance allowances decided by the Annual General Meeting for Members of the Board of Directors are:

• Chairman's annual remuneration 61,200 euros
• Deputy Chairman's annual remuneration 32,400 euros
• Member of the Board's annual remuneration 30,000 euros
• Meeting compensation to a Member of the Board residing in Finland 600 euros per meeting of the Board of Directors or its committees
• Meeting compensation to a Member of the Board residing abroad 1,200 euros per meeting of the Board of Directors or its committees