The Chair and the Members of the Board are elected by the AGM. According to the Articles of Association, the Board consists of the Chair and a minimum of four and a maximum of nine other members. The Board elects a Vice Chair from among its members. The term of office of the members of the Board ends at the close of the first AGM following their election.
Duties of the Board of Directors
Finnair's Board of Directors has confirmed for itself a written charter (pdf) defining the Board's status, tasks and the meeting procedures.
According to the Companies Act, the Board represents all shareholders of Finnair and has the general duty to act diligently in the interests of the company. Under law, the Board is accountable to the shareholders for the appropriate governance of the company and for ensuring that the operations of the company are run adequately.
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 the achievement of strategic targets
- 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 appropriateness of the accounting, financial administration 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, also 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 diversity principles of the Board of Directors
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:
- The Board must have sufficient expertise and experience to conduct its duties carefully and effectively, taking into account the quality, scope and international nature of the company’s operations, the company’s strategic targets and changes in the business environment and society.
- The members of the Board must be capable of cooperating with the other members and the management.
- The members of the Board should have education and experience that complements each other and experience from industries that are important for the company.
- The members should have experience of board work and of managerial duties in businesses or in other areas of society.
- The Board shall have at least 40 per cent both men and women. The composition should show diversity also in terms of the age distribution, length of service and cultural background.
- Sufficient continuity should be ensured when renewing the composition of the Board, but the continuous term of any member may not exceed 10 years.
The diversity of the Board of Directors (31 December 2023)
The fulfillment of these principles is described annually in Finnair Corporate Governance Statements.
Members of the Board
On 18 March 2024, the Annual General Meeting of Finnair elected the following persons as Members of the Board:
- Tiina Alahuhta-Kasko, President and CEO of Marimekko Corporation, M.Sc. (Econ.), CEMS MIM, b. 1981
- Montie Brewer, board professional, BA (Business Administration), b. 1957
- Jukka Erlund, Executive Vice President, CFO of Kesko Plc, M.Sc. (Econ.), eMBA, b. 1974
- Hannele Jakosuo-Jansson, Senior Vice President, HR, HSSEQ and Procurement of Neste Corporation, M.Sc. (Tech), b. 1966
- Henrik Kjellberg, board professional, M.Sc. (Econ.), b. 1971
- Simon Large, board professional, BA (Bachelor of Arts), b. 1969
- Jussi Siitonen, CFO and deputy to the CEO of Fiskars Group, M.Sc. (Econ.), b. 1969
- Sanna Suvanto-Harsaae, board professional, B.Sc. (Business Administration), b. 1966
The AGM elected Sanna Suvanto-Harsaae as the Chair of the Board, and the Board of Directors elected Montie Brewer as the Vice Chair of the Board.
The Members' independence from the company.
The Board assessed the independence of its members and concluded that all are independent of the Company in accordance with the Corporate Governance Code.
Board's focus areas and attendance in meetings
The members' attendance in meetings and activities of the Board are described annually in Finnair Corporate Governance Statements.
The Board's remuneration
The Board's remuneration is described in this website under Remuneration of the Board of Directors, CEO and Executive Board.