Finnair Plc Stock Exchange Release 24 January 2025 at 12.30 p.m. EET
Number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting to be
held on 27 March 2025 that the number of members of the Board of Directors is
confirmed as eight (8).
Composition of the Board of Directors
The Shareholders' Nomination Board proposes that of the current members of
Finnair's Board of Directors Jukka Erlund, Hannele Jakosuo-Jansson, Jussi
Siitonen and Sanna Suvanto-Harsaae are re-elected, and that Andreas Bierwirth,
Nicolas Boutin, Lisa Farrar and Mika Ihamuotila are elected as new members, all
for the term of office ending at the end of the next Annual General Meeting. Of
the current members of the Board of Directors Tiina Alahuhta-Kasko, Montie
Brewer and Henrik Kjellberg have informed that they will not be available for re
-election.
Andreas Bierwirth is an aviation and telecommunications expert who has extensive
experience in the airline industry. He has acted as Managing Director at
Germanwings, as Board Member of Austrian Airlines and as Non-Executive Director
at Easy Jet. Furthermore, he acted more than a decade as the CEO of Austria's
second largest telecommunications company Magenta Telekom. He also holds an
active airline transport pilot licence.
Nicolas Boutin is also an aviation expert, having worked as Global Leader of the
Travel Practice Area at Boston Consulting Group. He has collaborated with the
leadership of various airlines around strategic, operational, commercial,
transformational, digital and sustainability topics, among others. Currently, he
acts as an Independent Strategic Advisor and Board member.
Lisa Farrar is a customer experience professional with a demonstrated history of
success in the travel industry. She has extensive experience developing and
implementing customer experience and loyalty programs across various sectors,
including e-commerce, hospitality and online travel. Currently, she serves as
Chief Operating Officer at Hemnet AB.
Mika Ihamuotila has led several international consumer companies and has decades
of experience in banking. He is currently the Executive Chair of Marimekko, a
global fashion brand. He has previously served as CEO at Sampo Bank, Mandatum
Bank and Marimekko. He has also acted as the Vice Chair of Elisa and the Chair
of Rovio Entertainment, the gaming company behind Angry Birds.
The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae
is elected as the Chair of the Board and recommends to the Board of Directors
that it elects Mika Ihamuotila as its Vice Chair.
All candidates have given their consent to the position, and they are all
independent of the company and its significant owners.
The biographical details of the Board members proposed for election can be found
at Finnair's company website: investors.finnair.com/en.
Board members' remuneration
The Shareholders' Nomination Board's remuneration proposal is part of its long
-term program for bringing the Board members' remuneration to market level by
2026.
The Shareholders' Nomination Board proposes to the Annual General Meeting 2025
that it decides on the following remunerations for the next term of the Board:
1. Annual fees of the Chair, Vice Chair and other members of the Board (fees for
the previous term in brackets):
· Chair EUR 80,000 (72,000) per year;
· Vice Chair EUR 48,000 (39,000) per year;
· Member EUR 40,000 (35,000) per year
2. Fixed fees for committee work (fees for the previous term in brackets):
Chairs of the Audit Committee and the People and Remuneration Committee are paid
EUR 6,000 (6,000) per year and the members of the Committees EUR 3,000 (3,000)
per year. Similar fixed fees are paid to the Chairs and members of other
permanent Committees possibly established by the Board.
3. Meeting fees (fees for the previous term in brackets)
A meeting fee of EUR 800 (800) is paid to Board members participating a Board or
Committee meeting when the meeting takes place in the member's country of
residence, and EUR 3,200 (3,200) for other meetings. For remote and telephone
meetings, the meeting fee is EUR 800 (800).
In addition, the Board members are entitled to reimbursement of reasonable
travel expenses in accordance with the company's general expenses policy.
The Board members and their spouses are entitled to discounted travel on the
company's flights in accordance with the company's discount ticket policy
regarding the Board of Directors.
The fees set out in point 1. above are paid as a combination of shares and cash
so that approximately 40% of the fees are used for acquiring the company's
shares for the Board members, and the rest is paid in cash. The company acquires
the shares for the Board members at its cost and pays the share transfer tax, as
applicable. The shares are acquired for the Board members within two weeks from
the publishing of the company's results for the first quarter of 2025. If the
shares cannot be so acquired for a Board member due to a reason attributable to
the company or the Board member, the shares are acquired later. If it is
impractical for administrative or other similar reasons to pay the Board's
annual fees in shares, the fees may be paid fully in cash.
The fees set out in points 2. and 3. above are paid fully in cash.
Composition of the Shareholders' Nomination Board
The members of the Shareholders' Nomination Board are Maija Strandberg, Director
General, Prime Minister's Office, Ownership Steering Department; Timo Sallinen,
Senior Vice President, Investments, Varma Mutual Pension Insurance Company;
and Esko Torsti, Head of Alternative Investments, Ilmarinen Mutual Pension
Insurance Company. Shareholders' right to appoint their representatives in the
Shareholders' Nomination Board was based on the shareholder register of 1 June
2024.
The above proposals will also be included in the invitation to the Annual
General Meeting 2025, which will be published later.
For further information, please contact:
Chair of the Shareholders' Nomination Board Maija Strandberg, Director General,
Prime Minister's Office, Ownership Steering Department, tel. +358 50 407 8423
FINNAIR PLC
Distribution:
NASDAQ OMX Helsinki
Principal media
Finnair is a network airline, specialising in connecting passenger and cargo
traffic between Asia, the Middle East, North America and Europe. Finnair is the
only airline with year-round direct flights to Lapland. Customers have chosen
Finnair as the Best Airline in Northern Europe in the Skytrax Awards for 14
times in a row. Finnair is a member of the oneworld alliance. Finnair Plc's
shares are quoted on Nasdaq Helsinki.