The Annual General Meeting 2013 decided to establish a permanent Shareholders' Nomination Board. The Nomination Board is established to exist and serve until the General Meeting of the company decides otherwise.
Members
The Nomination Board shall consist of three (3) members, which shall be appointed by the company's three largest shareholders, who shall appoint one member each. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them. The Chair of the Board of Directors shall act as an expert to the Shareholders' Nomination Board. The Chair of the Board of Directors is not a member of the Shareholders' Nomination Board and has no voting rights. However, the Chair of the Board of Directors is entitled to attend meetings of the Shareholders' Nomination Board and to receive materials relating to the meetings.
The company's largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the company's shareholder register held by Euroclear Finland Ltd as of the first working day in June in the year concerned. The Chairman of the Board of Directors shall request each of the three largest shareholders to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next largest shareholder who would not otherwise be entitled to appoint a member to the Nomination Board.
The following persons are current members of the Shareholders' Nomination Board (based on holdings on 1 June 2023) :
- Kimmo Viertola, Director General, Government Ownership Steering Department;
- Timo Sallinen, Senior Vice President, Investments, Varma Mutual Pension Insurance Company; and
- Jukka Vähäpesola, Head of Equities, Elo Mutual Pension Insurance Company.
Tasks
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board. The Nomination Board shall elect a Chairman from among its members and the Nomination Board's Chairman shall be responsible for convening subsequent meetings. When the Nomination Board has been appointed, the company will publish the composition by a release.
The purpose and task of the Nomination Board is to prepare and present to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration of the members of the Board of Directors, a proposal on the number of members of the Board of Directors and a proposal on the members of the Board of Directors. In addition, the task of the Nomination Board is to seek candidates as potential board members.
The Nomination Board shall forward its proposals for the Annual General Meeting to the company's Board of Directors by 31 January each year. Proposals intended for an Extraordinary General Meeting shall be forwarded to the company's Board of Directors in time for them to be included in the notice to the General Meeting.
The Shareholders´ Nomination Board´s work is described in its written charter, as well as in Finnair's Corporate Governance Statements since 2012.