Board of Directors

The Board has delegated some of its functions to the Audit Committee, to the People and Remuneration Committee, and to the Strategy Committee. The Board appoints the Committee members and their Chairs from among the members of the Board. The minimum number of Committee members is three. Each committee meets regularly under their respective charters. The Committees report on their work regularly to the Board but they do not have decision-making powers independent from the Board, except where expressly authorised by the Board.

Audit Committee

The Audit Committee assists the Board in matters relating to financial reporting, sustainability reporting, and control in accordance with the duties specified for audit committees in law and in the Finnish Corporate Governance Code. The Audit Committee monitors and evaluates the Company’s reporting process of financial statements and sustainability reporting as well as the efficiency of the internal control and risk management systems. The Committee monitors the statutory audit and sustainability audit and evaluates the independence of both auditors. In addition, the Audit Committee reviews the reports of the Internal Audit and Risk & Compliance functions. Pursuant to the Finnish Corporate Governance Code, the Members of the Audit Committee shall have the qualifications necessary to perform the responsibilities of the Committee, and at least one of the Members shall have expertise specifically in accounting or auditing.

The Audit Committee's activities are described in its written charter (pdf), as well as annually in the company's Corporate Governance Statements.

People and Remuneration Committee

The People and Remuneration Committee assists the Board in matters pertaining to the compensation and benefits of the CEO and other senior management, their performance evaluation, appointment and successor planning. The Committee assists the Board also in establishing and evaluating the company’s compensation structures and other personnel policies. Pursuant to the Board’s authorisation, the committee reviews and confirms the achievement of targets for short-term incentives and approves the payment of the incentives to the CEO and other senior management.

The People and Remuneration Committee's activities are described in its written charter (pdf), as well as annually in the company's Corporate Governance Statements.

Strategy Committee

The Strategy Committee was established in 2024 to support the preparation of the new strategy. It assists the Board in its strategic work in collaboration with the Executive Board.

Finnair's Board of Directors has confirmed for itself a written charter (pdf) defining the Board's status, tasks and the meeting procedures.

The accountability for the company’s governance pertains specifically to the reliability of the financial reporting and to the efficiency of the company’s internal control and risk management systems. The Board has extensive general competence in the governance of the Company as its competence covers all matters that are not within the powers of other governing bodies of the Company.

The main duties of the Board of Directors:

• approve the company’s strategic targets and monitor their achievement

• ensure the administration of the company and the appropriate organization of its operations

• confirm the values and top-level policies of the Company

• monitor and ensure the adequacyof the accounting, financial administration, sustainability reporting, and risk management

• approve significant strategic matters, business plans, partnerships and other decisions exceeding the limits of the CEO’s decision-making power

• decide on guarantees and other commitments for external parties’ liabilities

• appoint and dismiss the CEO and other members of the Executive Board, as well as evaluate their performance and determine their remuneration, and attend to the succession planning of the management

• establish and regularly evaluate the company’s personnel policies and its compensation systems

• evaluate its own work on an annual basis

• prepare and approve the charters of the Board of Directors and its committees and confirm the charters of the Internal Audit and Risk & Compliance.

The Board of Directors has determined its diversity principles for the perusal of the Shareholders’ Nomination Board when searching successors to retiring Board members and preparing proposals on the composition of the Board to the Annual General Meeting. The diversity principles do not bind the Nomination Board nor the AGM.

The diversity principles of the Board of Directors are:

• approve the company’s strategic targets and monitor their achievement

• ensure the administration of the company and the appropriate organization of its operations

• confirm the values and top-level policies of the Company

• monitor and ensure the adequacy of the accounting, financial administration, sustainability reporting, and risk management

• approve significant strategic matters, business plans, partnerships and other decisions exceeding the limits of the CEO’s decision-making power

• decide on guarantees and other commitments for external parties’ liabilities

• appoint and dismiss the CEO and other members of the Executive Board, as well as evaluate their performance and determine their remuneration, and attend to the succession planning of the management

• establish and regularly evaluate the company’s personnel policies and its compensation systems

• evaluate its own work on an annual basis

• prepare and approve the charters of the Board of Directors and its committees and confirm the charters of the Internal Audit and Risk & Compliance.

Diversity of Board 31 December 2024