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Corporate Responsibility Report 2008 9 Corporate Governance Finnair follows the Finnish Corporate Governance Code for listed companies issued in 2008, with the exception that Finnair's Board of Directors does not have a Nomination Committee; Finnair's Annual General Meeting has appointed a Shareholders' Nomination Committee. In addition, the duties of Finnair's Audit Committee do not include preparing the draft resolution concerning the election of the company's auditors. Board of Directors elects a Deputy Chairman from among its members. On 27 March 2008 the Annual General Meeting of Finnair Plc elected Christoffer Taxell as Chairman of the Board of Directors, and as Members of the Board Sigurdur Helgason, Markku Hyvärinen, Satu Huber, Kari Jordan (Deputy Chairman), Ursula Ranin and Veli Sundbäck. Pekka Timonen was elected as a new member. All Members of the Board are from outside the company and independent of the company. Pekka Timonen 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 26 March 2009. 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 & 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 the Group's senior management and decides on their terms of employment, taking into account the personnel strategy guidelines and remuneration system in accordance with the company's 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 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 in 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 Board of Directors meets on average 810 times per year. The Board of Directors met ten times in 2008. The average attendance of the Members of the Board of Directors at the meetings of the Board was 96.25 per cent. The President & CEO of Finnair Plc, or a senior member of Finnair Group management nominated by the President & CEO, 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. The charter of the Board of Directors can be viewed on the Finnair Group's website http://www.finnair. fi/group. Committees The Board of Directors has established a Salary and Appointments Committee and an Audit Committee. The Salary and Appointments Committee consists of Chairman of the Board Christoffer Taxell as well as Members of the Annual General Meeting and exercising of voting rights Ultimate authority in Finnair Plc is exercised by the company's shareholders at the Annual General Meeting. The Annual General Meeting is convened by the company's Board of Directors. In accordance with the Companies Act, the Annual General Meeting decides on, among other things, the following matters: · the number, election and remuneration of the Board of Directors · the number, election and remuneration of the auditors · the approval of the financial statements · the distribution of dividends · the amendment of the Articles of Association. The Articles of Association of Finnair Plc do not contain any redemption clauses nor any restrictions on voting rights. The company has one series of share. 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
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