Governing bodies of Finnair
三
Corporate Governance
Statement 2025
Regulatory Framework
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Corporate Governance
Statement 2025
Finnair Plc ("Finnair" or "the Company") is a Finnish public limited liability company domiciled in Helsinki. Finnair is the ultimate parent of Finnair Group, and its shares are listed on Nasdaq Helsinki Stock Exchange. The State of Finland is the majority shareholder in Finnair, holding 55.7% of the shares as of 31 December 2025.
Corporate governance at Finnair is based on Finnish laws and the Company's Articles of Association. Finnair fully complies with the Corporate Governance Code 2025 and has prepared this Corporate Governance Statement in accordance with the Code. This Corporate Governance Statement is issued separately from the Board of Directors' report, and it has been reviewed by the Audit Committee of Finnair's Board of Directors.
Finnair prepares consolidated financial statements and interim reports in accordance with the International Financial Reporting Standards (IFRS), the Finnish Securities Markets Act, as well as the Financial Supervision Authority's regulations and guidelines, and Nasdaq Helsinki's rules. The financial statements of the parent company and subsidiaries are prepared in accordance with the Finnish Companies Act, Accounting Act, Securities Markets Act, and the opinions and guidelines of the Finnish Accounting Board. The auditor's report covers the consolidated financial statements and the parent company's financial statements.
This Corporate Governance Statement and other information to be disclosed in accordance with the Finnish Corporate Governance Code 2025, the Company's financial statements, the Board of Directors' report, the auditor's report, the Company's Articles of Association, and its published policies, are available on Finnair's website.
The Finnish Corporate Governance Code 2025 is available on the website of the Securities Market Association.
| Regulatory framework for Corporate Governance at Finnair | |
|---|---|
| External framework | Internal framework |
| • Finnish Companies Act | • Articles of Association |
| • Finnish Securities Markets Act | • Code of Conduct |
| • Market Abuse Regulation (MAR) | • Charters of the Board of Directors and its Committees |
| • Finnish Corporate Governance Code 2025 | • Charters of Internal Audit and Risk & Compliance |
| • Regulations and guidelines issued by the Financial Supervisory Authority and by Nasdaq Helsinki | • Policies, Rules, Manuals, and Standards |
三
Corporate Governance
Statement 2025
Regulatory Framework
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Main Features of the
Internal Control and
Risk Management Systems
The governing bodies of Finnair, pursuant to the Companies Act and the Articles of Association, are the General Meeting of Shareholders, the Board of Directors (the "Board") and the Chief Executive Officer (the "CEO").
The roles of the governing bodies are described below.
The ultimate authority in Finnair is vested in the General Meeting of Shareholders. An Annual General Meeting (the "AGM") must be held each year by the end of May.
The competence of the General Meeting of Shareholders is set out in the Companies Act and in Finnair's Articles of Association. The AGM shall decide annually on the following matters:
the discharge from liability of the Members of the Board and the CEO
the appointment of the Members of the Board and their remuneration
The Board convenes the General Meetings of Shareholders by publishing a notice no earlier than three months and no later than three weeks before the date of the meeting, and always at least nine days before the record date of the meeting. The notice shall be published as a stock exchange release and on Finnair's website.
Governing bodies of Finnair
三
Corporate Governance Statement 2025
f
Regulatory Framework
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair Governance in 2025
Main Features of the Internal Control and Risk Management Systems
Each shareholder who is registered on the record date as a shareholder in the Company's public register of shareholders, maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting of Shareholders. A holder of nominee-registered shares who wishes to participate in the meeting must temporarily register in the register of shareholders. Furthermore, in order to attend the meeting, a shareholder must register for the meeting in the manner defined in the notice convening the meeting.
A shareholder has the right to have a matter falling within the competence of the General Meeting of Shareholders addressed by the meeting, if the shareholder so demands in writing from the Board by the date announced on Finnair's website.
The minutes of the General Meeting of Shareholders and the voting results, if any, shall be made available to shareholders on Finnair's website within two weeks of the meeting.
Finnair's AGM 2025 was held at Clarion Hotel Helsinki Airport in Vantaa on 27 March 2025. Shareholders could attend the AGM in person at the meeting venue or through a statutory representative or a proxy representative. Shareholders could also attend through advance voting. A total of 539 shareholders, representing 67.18 per cent of the shares and voting rights of the Company,
were represented at the meeting. One counterproposal by shareholders was made regarding the Board's remuneration, and one question was submitted to the Board regarding the ongoing legal proceedings related to the changes to the rules of Finnair Pension Fund.
Present at the meeting were the shareholders set out in the list of votes adopted at the meeting, Chair of the Board, all Board Members, the new candidates for the Board, the company's CEO, the company's auditor with principal responsibility, representatives of the company's senior management, as well as technical personnel.
The AGM 2025 elected KPMG Oy Ab as the Company's auditor, and Kirsi Jantunen, APA, ASA, acted as the auditor with principal responsibility.
The audit fees paid in 2025 amounted to 606 thousand euros, which included fees of 444 thousand euros for audit services and 162 thousand euros for auditor's statements. There were no other fees paid to the auditor.
The AGM 2013 decided to establish a permanent Shareholders' Nomination Board. The term of the Nomination Board continues until further notice.
The purpose and task of the Nomination Board is to prepare and present proposals to the AGM, and if necessary, to an Extraordinary General Meeting, regarding the composition and remuneration of the Board. In addition, the task of the Nomination Board is to seek potential future candidates for Board Members. The Nomination Board shall forward its proposals to the Company's Board by 31 January each year.
The Nomination Board consists of three Members nominated annually. The Company's three largest shareholders appoint three of the Members, and the current Chair of the Board serves as an expert on the Nomination Board. The Chair of the Board is not a member of the Nomination Board and has no voting rights. However, the Chair of the Board is entitled to attend meetings of the Nomination Board and to receive materials related to the meetings.
The Nomination Board appoints its Chair from among its Members. The Company's largest shareholders, entitled to appoint Members to the Nomination Board, are determined based on the registered holdings in the Company's shareholder register maintained by Euroclear Finland Ltd,
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Corporate Governance Statement 2025
Regulatory Framework
as of the first working day in June each year. In the event that a shareholder does not wish to exercise its right to appoint a representative, such right passes to the next largest shareholder.
The Members of the Nomination Board are not remunerated by Finnair for their Membership in the Nomination Board. The Members' expenses are reimbursable in accordance with the Company's Business Travel Policy. In addition, the Nomination Board's costs of using external experts are borne by the Company.
The Charter of the Nomination Board is available on the Company website.
The 2024 Nomination Board consisted of the representatives of the first, second and third largest shareholders as at the first working day in June 2024, i.e. the State of Finland, Varma Mutual Pension Insurance Company and Ilmarinen Pension Insurance Company. The composition of the 2024 Nomination Board was the following:
On 24 January 2025, the Nomination Board submitted to the Board its proposals for the AGM 2025 to be held on 27 March 2025. The proposals are available on Finnair's website.
The 2025 Nomination Board consisted of the representatives of the first, second and third largest shareholders as at the first working day in June 2025, i.e. the State of Finland, Varma Mutual Pension Insurance Company and Elo Mutual Pension Insurance Company. The composition of the 2025 Nomination Board was the following:
On 15 January 2026, the Nomination Board submitted to the Board its proposals for the AGM 2026 to be held on 24 March 2026. The proposals are available on Finnair's website.
三
Corporate Governance Statement 2025
Regulatory Framework
Governing Bodies
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Main Features of the
Internal Control and
Risk Management Systems
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.
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. 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 main features of the internal control and risk management systems are described later in this Corporate Governance Statement. 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 Charter of the Board is available on Finnair's Corporate Governance website.
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Corporate Governance
Statement 2025
Regulatory Framework
Sanna Suvanto-Harsaae
Mika Ihamuotila
Indreas Bierwirth
Nicolas Boutin
b. 1966, female
B.Sc. (Business Administration)
Chair and Member of the Finnair Board since 2023
Main occupation:
Board professional
Key positions of trust:
Chair of the Board of Directors of Posti Group Corporation, Orthes Corporation, BoConcept AS, N'Age AS, Nordic Pet Care Group AS
Shareholding 31 December 2025:
27,148
b. 1964, male
Ph.D. (Econ.)
Vice Chair and Member of the Finnair Board since 2025
Main occupation:
Chair of the Board of Marimekko
Key positions of trust:
Chair of the Board of Directors, Powerbank Ventures Oy, Chair of the Board of Directors, Mannerheim-säätiö, Member of the Board of Directors, Finnish Business and Policy Forum EVA, Member of the Board of Directors, ETLA Economic Research
Shareholding 31 December 2025:
7,884
b. 1971, male
Ph.D., MBA (Business Administration)
Member of the Finnair Board since 2025
Main occupation:
Member of the Board, Casinos Austria AG and Austrian Lotteries GmbH
Key positions of trust:
Chair of the Board of Directors, Alphach Circle (European Forum Alphach), Chair of the Supervisory Board, Do & Co
Shareholding 31 December 2025:
6,570
b. 1971, male
M.Sc. (Aerospace Engineering)
Member of the Finnair Board since 2025
Main occupation:
Board professional
Key positions of trust:
Member of the Board of Directors, PowerCell
Shareholding 31 December 2025:
6,570
Committees
- = Audit Committee
- = People and Remuneration Committee
- = Strategy Committee
Corporate Governance Statement 2025
Regulatory Framework
Governing Bodies
Jukka Erlund
b. 1974, male
M.Sc. (Econ.), eMBA
Member of the Finnair Board since 2019
Main occupation:
Executive Vice President, CFO, of Fazer Group
Key positions of trust:
Shareholding 31 December 2025:
24,838
Lisa Farrar
b. 1980, female
BBA (Bachelor of Business Administration)
Member of the Finnair Board since 2025
Main occupation:
Chief Operating Officer of Hemnet
Key positions of trust:
Shareholding 31 December 2025:
6,570
Hannele Jakosuo-Jansson
b. 1966, female
M. Sc. (Tech.)
Member of the Finnair Board since 2021
Main occupation:
Executive Vice President, People and Culture at Neste Corporation
Key positions of trust:
Vice Chair of Skilled work force committee of the Confederation of Finnish Industries EK, Chair of Skills and Competence Committee of the Chemical Industry Federation of Finland, Senior Advisor of Directors' Institute of Finland (OIF)
Shareholding 31 December 2025:
12,338
Jussi Siitonen
b. 1969, male
M. Sc. (Econ.)
Member of the Finnair Board since 2024
Main occupation:
CFO & deputy to the CEO of Fiskars Group
Key positions of trust:
Shareholding 31 December 2025:
11,338
Committees
☑ = Audit Committee
☐ = People and Remuneration Committee
☐ = Strategy Committee
Tiina Alahuhta-Kasko (Member of the Board until AGM 27 March 2025)
b. 1961, M.Sc. (Econ.), CEMS-MM, D.Sc. (Tech.) h.c.
Member of the Finnair Board since 2019
Montie Brewer (Member of the Board until AGM 27 March 2025)
b. 1957, BA (Business Administration)
Member of the Finnair Board since 2018
Henrik Kjellberg (Member of the Board until AGM 27 March 2025)
b. 1971, M.Sc. (Econ.)
Member of the Finnair Board since 2018
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Corporate Governance
Statement 2025
Regulatory Framework
Governing Bodies
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Main Features of the
Internal Control and
Risk Management Systems
The AGM 2025 held on 27 March elected Sanna Suvanto-Harsaae as Chair of the Board and Andreas Bierwirth, Nicolas Boutin, Jukka Erlund, Lisa Farrar, Mika Ihamuotila, Hannele Jakosuo-Jansson, and Jussi Siitonen as other Members of the Board. The Board elected Mika Ihamuotila as its Vice Chair.
Finnair complies with applicable requirements regarding independence of the Board according to Finnish laws and regulations, and the Finnish Corporate Governance Code. The Board has assessed all of its Members to be independent of the Company and its significant shareholders.
At the end of 2025, Sanna Suvanto-Harsaae, Andreas Bierwirth, Nicolas Boutin, Jukka Erlund, Lisa Farrar, Mika Ihamuotila, Hannele Jakosuo-Jansson, and Jussi Siitonen held shares or share-based rights in companies within Finnair Group as presented on pages 7 and 8.
The Board has delegated some of its functions to the Audit Committee, the People and Remuneration Committee, and the Strategy Committee. The Strategy Committee was established in 2024 to temporarily support the preparation of the new strategy. It assists the Board in its strategic work in collaboration with the Executive Board.
The Board appoints the Committee Members and their Chairs from among the Members of the Board. The minimum number of Members is three in each Committee.
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. Copies of the Committees' charters are available on Finnair's website.
Number of the Board meetings and Board Committee meetings in 2025 and the attendance rate of the Members
| Member | Board of Directors | Audit Committee | People and Remuneration Committee | Strategy Committee |
|---|---|---|---|---|
| Sanna Suvanto-Harsaae | 10/10 | 5/5 | 9/9 | 2/2 |
| Tiina Alahuhta-Kasko (Member until 27 March 2025) | 4/4 | 2/3 | ||
| Andreas Bierwirth (Member since 27 March 2025) | 7/7 | 4/4 | 2/2 | |
| Nicolas Boutin (Member since 27 March 2025) | 7/7 | 5/6 | 2/2 | |
| Montie Brewer (Member until 27 March 2025) | 4/4 | 1/1 | ||
| Jukka Erlund | 10/10 | 5/5 | ||
| Lisa Farrar (Member since 27 March 2025) | 7/7 | 6/6 | ||
| Mika Ihamuotila (Member since 27 March 2025) | 7/7 | 2/2 | ||
| Hannele Jakosuo-Jansson | 10/10 | 9/9 | ||
| Henrik Kjellberg (Member until 27 March 2025) | 4/4 | 1/1 | ||
| Jussi Siitonen | 10/10 | 5/5 |
In addition to the ten meetings, the Board made per capsulam decisions three times in 2025 without convening.
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Corporate Governance
Statement 2025
Regulatory Framework
Governing Bodies
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Main Features of the
Internal Control and
Risk Management Systems
The Board has determined its diversity principles for the use of the Shareholders' Nomination Board when preparing proposals on the composition of the Board to the General Meeting of Shareholders.
The diversity principles of the Board are:
The Board as a whole 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 educational and professional background that complements each other and experience from industries that are important for the Company.
The Members should have experience of Board work and conducting managerial duties in business or other areas of society.
The Board shall have a balanced representation of women and men.* The composition should show diversity also in terms of age distribution, length of service and cultural background.
Sufficient continuity should be ensured in reforming the composition of the Board, but the continuous term of any Member may not exceed 10 years.
The composition of the Board elected at the AGM 2025 reflects a variety of backgrounds, expertise, and experience, in accordance with the diversity principles of the Board. The Board is currently composed of a balanced representation of women and men.* The Board comprises Members of five different nationalities and reflects a broad range of ages and tenures. At year-end 2025, the age of the Board members ranged from 45 to 61 years, and the length of service was 1 to 6 years.
The members bring extensive international experience from a variety of roles in multinational companies across diverse industries, with expertise closely aligned to Finnair's business. Each Member has prior experience of Board work and conducting managerial duties in both listed and unlisted companies. All members hold university-level degrees in various fields, including economics, business administration, technology and aerospace engineering.
The diversity of the Board
Nationality
Gender*
Tenure
1 year: 50% 2-3 years: 25%
4-5 years: 12% more than 5 years: 13%
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Corporate Governance
Statement 2025
Regulatory Framework
Governing Bodies
The Board
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Main Features of the
Internal Control and
Risk Management Systems
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.
In addition to the Committee Members, the CEO, the CFO, the auditor, and the SVP & General Counsel as secretary to the Committee attend the Committee meetings. Other executives attend the meetings as invited by the Committee.
After the AGM of 27 March 2025, the Board elected the following Members to the Audit Committee: Jukka Erlund as the Chair, and Andreas Bierwirth, Jussi Siitonen and Sanna Suvanto-Harsaae as Members. Between 1 January and 27 March 2025, the Committee was chaired by Jukka Erlund, and its other Members were Montie Brewer, Henrik Kjellberg, Jussi Siitonen and Sanna Suvanto-Harsaae. The Audit Committee met five times in 2025 and its attendance rate was 100 per cent.
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Corporate Governance
Statement 2025
Regulatory Framework
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.
After the AGM of 27 March 2025, the Board elected the following Members to the People and Remuneration Committee: Hannele Jakosuo-Jansson as the Chair, and Nicolas Boutin, Lisa Farrar and Sanna Suvanto-Harsaae as Members. Between 1 January and 27 March 2025, the Committee composition was chaired by Hannele Jakosuo-Jansson, and its other Members were Tiina Alahuhta-Kasko and Sanna Suvanto-Harsaae. The committee met nine times in 2025, and the attendance rate was 94 per cent.
The Committee prepares the following matters for the Board:
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Corporate Governance
Statement 2025
Regulatory Framework
People and Remuneration Committee
Company Management
Finnair's core airline activities are operated in the Group's parent company, Finnair Plc, whereas technical services, travel services (package tours), catering services as well as the financial and business service centre are run in wholly owned subsidiaries. Finnair business is considered one operating segment, consisting of the Customer, Revenue, and Operations units. The shared functions in Finnair's Group administration are Finance and Strategy, People and Culture, Digital, Communications, Legal Affairs, Risk & Compliance, and Internal Audit.
The CEO is appointed by the Board. The CEO manages the Company's operations in accordance with guidelines and instructions issued by the Board. The CEO acts as the Chair of the Executive Board.
Company management
The Board determines the CEO's salary, incentive plans and associated targets based on preparatory work by the People and Remuneration Committee. The main contents of the CEO's contract, including his compensation and benefits, are described in the Remuneration Report and on Finnair's website.
Turkka Kuusisto, M.Sc. (Tech.), b. 1979, has been the CEO of Finnair since 24 April 2024. Prior to joining Finnair, Kuusisto served as the CEO of Posti Group Corporation, an international logistics company, a position he held from 2020. Prior to his appointment as the CEO of Posti Group, he held senior leadership positions in Posti Group and in Lindorff Group.
Jaakko Schildt, Chief Operating Officer of Finnair, has been acting as Deputy to the CEO between 15 January and 23 April 2024 and from 10 September 2024.
The remuneration of the CEO is described in Note 1.3.8.1 to the financial statements and in the Remuneration Report.
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Corporate Governance Statement 2025
f
Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Key Events in Finnair Governance in 2025
Main Features of the Internal Control and Risk Management Systems
The Executive Board of the Company is led by the CEO, and it comprises the senior management responsible for Finnair customers, revenue, operations, digital, finance and strategy, people and culture, communications, and legal affairs.
The Executive Board Members are appointed by the Board, which also determines their remuneration.
The Executive Board assists the CEO in strategy implementation, coordinates group-wide development projects and defines policies that guide the Company's activities. The Executive Board Members report to the CEO, and their main task is to lead the daily operations of their respective units or shared functions.
Based on Finnair's statutory Safety Management System ("SMS"), the Safety Review Board ("SRB") is responsible for reviewing the Company's safety performance and monitoring that the SMS remains effective and appropriate. The SRB is responsible for setting the objectives for the SMS and assessing the safety performance against the safety policy and objectives. The SRB reviews and ensures that appropriate resources are allocated to achieve the targeted safety performance.
The SMS is under the responsibility of the Accountable Manager as defined by the aviation regulations. The SRB is headed by the Chief Operating Officer, the Accountable Manager in the SMS, and it convenes four times per year.
The Finnair Corporate Council is principally a communication and co-operation forum designed for the personnel's participation in the Company's governance processes, especially with regard to matters that affect the personnel. The Corporate Council discusses the implementation of the Company's strategic objectives and development projects that affect Finnair's personnel as well as business plans, financial performance, the operational quality and customer satisfaction. The Corporate Council comprises the Executive Board Members, certain senior managers and the representatives of all personnel groups. In 2025, the Finnair Corporate Council met five times.
The subsidiaries of Finnair are presented in the Financial Statements 2025 under Note 4.2.
In 2025, some members of Finnair's Executive Board served on the boards of Finnair subsidiaries.
Finnair has equity partnership in Nordic Regional Airlines Oy through Nordic Regional Airlines AB (Finnair's ownership 40 per cent as of 31 December 2025). 60 per cent of Nordic Regional Airlines AB is owned by Danish Air Transport (DAT). Nordic Regional Airlines Oy is a Finnish regional passenger airline operating ATR 72 turboprop aircraft and Embraer 190 jet aircraft. Its route network is designed to provide convenient feeder connections to Finnair's European and long-haul routes. Finnair's influence over the governance of the Company is based on shareholding and contractual rights.
Finnair procures certain important operational services from strategic partners, such as the ground handling services in Helsinki hub from Airpro and Aviator, and cargo terminal handling services from Swissport Finland Ltd, as well as the engine and component services from Airbus, Rolls-Royce, and Lufthansa Technik. OSM Aviation AS provides external cabin crew on certain routes, and Jettime A/S and DAT AS operate some Finnair flights with long-term wet lease arrangements. While usage of Sustainable Aviation Fuel (SAF) has increased, co-operation with Neste on fuel area has become strategic for Finnair. In the area of IT services, Finnair partners with Amadeus. The cost and quality targets of these agreements have been determined to correspond at least to a good general market level.
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Corporate Governance Statement 2025
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Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Key Events in Finnair Governance in 2025
Main Features of the Internal Control and Risk Management Systems
Finnair participates in joint businesses with certain airlines belonging to the oneworld alliance. These joint businesses seek to improve competitiveness and efficiency in a manner benefitting the passengers. Finnair's influence on the joint businesses is based on contractual arrangements. Decisions by the joint businesses are sought to be made unanimously.
All Finnair's service providers are expected to comply with Finnair's Supplier Code of Conduct. Finnair aims to secure in its supply contracts the right to audit the Supplier's governance and security measures.
Finnair's Code of Conduct and Supplier Code of Conduct are available on Finnair's website.
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Corporate Governance
Statement 2025
Regulatory Framework
People and Remuneration Committee
Company Management
Turkka Kuusisto
Kaisa Aalto-Luoto
b. 1979, male
M.Sc. (Tech.)
Main occupation:
CEO as of 24 April 2024
Key positions of trust:
Chair of the Board of Directors,
Service Sector Employers Palta,
Member of the Supervisory Board of
Ilmarinen, Member of the Board of
Directors, Confederation of Finnish
Industries (EK)
Shareholding 31 December 2025: 31,519
Pia Aaltonen-Forsell
Antti Kleemola
Simon Large
b. 1974, female
M.Soc.Sc. (Econ.), MBA
Main occupation:
Chief Financial Officer as of 1 August 2025
Key positions of trust:
Member of the Board of Directors,
Uudenmaan Osuuspankki
Shareholding 31 December 2025: 6,823
b. 1960, male
M.Sc. (Econ.)
Main occupation:
Chief Digital Officer as of 10 September 2024, Chief Information Officer as of 1 June 2022
Key positions of trust:
Member of the Board of Directors,
ICT Leaders Finland ry
Shareholding 31 December 2025: -
b. 1969, male
BA (Bachelor of Arts)
Main occupation:
Chief Customer Officer as of 1 October 2024
Shareholding 31 December 2025: 7,165
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Corporate Governance
Statement 2025
Regulatory Framework
People and Remuneration Committee
Company Management
Christine Rovelli
Sami Sarelius
b. 1974, female
MBA
Chief Revenue Officer as of 10 September 2024, SVP Strategy and Fleet as of 1 October 2022
Member of the Board of Directors, UATF, Member of the Board of Directors, Nordic Regional Airlines Oy, Vice Chair of the Board of Directors, AmCham Finland, Member of the Board of Directors, International Society of Transport Aircraft Trading (ISTAT) Foundation
25,704
Jaakko Schildt
b. 1970, male
LLM
SVP and General Counsel as of 20 August 2010
56,849
Päivyt Tallqvist
b. 1970, female
M.Sc. (Eng.), MBA
Chief Operating Officer as of 1 March 2016. Deputy to the CEO from 15 January to 23 April 2024 and as of 10 September 2024
Chair of the Board, Nordic Regional Airlines Oy, Member of the Board of Directors, Kallioinen Yhtiöt Oy, Member of the Board of Directors, Pirkanmaan Osuuskauppa
68,888
Kristian Pullola (Member until 16 June 2025)
b. 1973, M.Sc. (Econ.)
Chief Financial Officer as of 1 October 2022
43,444
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Corporate Governance
Statement 2025
Regulatory Framework
The ownership share of financial and insurance corporations decreased from 7.96 per cent at year-end 2024 to 7.38 per cent at year-end 2025. The share of pension insurance funds increased from 5.24 per cent at year-end 2024 to 5.36 per cent. The largest shareholder at the end of the year 2025 was the Government of Finland, holding 55.7 per cent of the shares and votes, followed by mutual pension insurance company Varma (2.85%), mutual pension insurance company Elo (1.39%) and mutual pension insurance company Ilmarinen (1.12%). The ownership share of nominee-registered shareholders increased from 9.01 per cent to 12.53 per cent. The number of shareholders decreased from 119,987 to 112,582 during 2025. The AGM was held on 27 March 2025.
Finnair Group structure changed in 2025 as Aurinko Oü was dissolved in March 2025.
On 27 March 2025, the AGM elected KPMG Oy Ab as the Company's auditor for the period ending at the following AGM.
The composition of the Board changed in 2025 as four new Members were elected by the AGM and three Members retired from the Board. The composition of the Executive Board changed in 2025 as there was one personnel change within the Executive Board. Pia Aaltonen-Forsell was appointed as Chief Financial Officer and member of the Executive Board as of 1 August 2025, as Chief Financial Officer Kristian Pullola left his position on the Executive Board.
In 2025, the Board and the Executive Board focused on developing the strategy and in November 2025, the Board confirmed the Company's strategy and long-term financial targets for 2026-2029 which were presented at the Capital Markets Update on 13 November 2025. Finnair targets profitable growth and invests in ancillary services, retailing capabilities and its loyalty programme, with customer needs at the centre. Furthermore, the Board and the Executive Board focused on defining the company's purpose, renewing the values and the brand, and developing the One Crew people plan based on the new strategy.
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Corporate Governance
Statement 2025
Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Company Management
Main Features of the Internal Control and Risk Management Systems
The composition of the Corporate Council changed in 2025 as some of the personnel groups replaced their representatives.
Adherence to the Three Lines of Defence model – with a clear division of roles and responsibilities with respect to internal control and risk management – was further strengthened in 2025. In the second Line of Defence, the Risk & Compliance function acts as a control function that is responsible for developing and maintaining the Internal Control Framework and Risk Management Framework as well as for monitoring the implementation of the policies, rules, procedures, and key controls within the frameworks.
Internal audit, which is the independent assurance function in the third Line of Defence, performed audits according to the annual plan approved by the Audit Committee of the Board and performed also assignments requested by the management.
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Corporate Governance
Statement 2025
Regulatory Framework
Under Finnish Companies Act, the management of the Company shall act with due care and promote the interests of the Company. The Board shall see to the administration of the Company and the appropriate organisation of its operations. The Board is responsible for the appropriate arrangement of the control of the Company accounts and finances. The CEO shall see to the executive management of the Company in accordance with the instructions given by the Board. The CEO shall see to it that the accounts of the Company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.
Internal control and risk management activities are an integral part of the management's overall duty to ensure that the Company achieves its business objectives. Through efficient systems of internal control and risk management, deviations from objectives can be prevented or detected as early as possible. The Board is responsible for monitoring and evaluating the efficiency of the Company's internal control and risk management systems.
The role in the implementation of the internal control and risk management systems
| Three lines of defence | |
|---|---|
| First line of defence | Business units and shared functions |
| Day to day control and risk management activities. | |
| Second line of defence | Risk & Compliance |
| Oversight and continuous improvement of the internal control and risk management environment. | |
| Operational level | |
| Third line of defence | Internal Audit |
| Assessment of control environment, day to day control and risk management activities, and overall maturity of the internal control and risk management system. | |
| Ultimate responsibility | The Board of Directors |
| Reasonable assurance of the achievement of Company's strategic and operational objectives, reliability of financial and operational reporting, as well as compliance with laws, regulations and internal policies. |
Corporate Governance Statement 2025
Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair Governance in 2025
Finnair's Internal Control Framework is the defined set and structure of the Company's internal policies, rules, procedures and key controls. The framework is systematically developed and maintained to ensure the efficiency of the internal control system. The Internal Control Framework is designed to ensure effective and efficient operations, adequate identification, measurement and mitigation of risks, prudent conduct of business, including safeguarding of assets, sound administrative and accounting procedures, reliability of financial and non-financial information both externally and internally, and compliance with laws, regulations, supervisory requirements and with Finnair's internal policies and rules.
The primary governance principle is adherence to the Three Lines of Defence model, with a clear division of roles and responsibilities with respect to internal control and risk management. A proper Three Lines of Defence governance ensures that the segregation of duties is defined and established between risk management and risk control.
In the second line of defence, Risk & Compliance acts as a control function that is responsible for developing and maintaining the Internal Control Framework and Risk Management Framework as well as for monitoring the implementation of the policies, rules, procedures and key controls within the frameworks.
In the third line of defence, Internal Audit performs audits and provides the Board with an independent assessment of the overall effectiveness and maturity of the internal control and risk management systems.
The systems for internal control and risk management of financial reporting are designed to provide reasonable assurance about the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, applicable laws and regulations, and other requirements for listed companies. Internal control and risk management of financial reporting at Finnair can be described in accordance with the COSO framework which consists of the five components: control environment, risk assessment, control activities, information and communication, and monitoring.
The control environment constitutes the basis for Finnair's internal control system. The control environment encompasses the culture and values as well as a clear and transparent organisational structure. Finnair's Internal Control Framework is a fundamental element in the control environment and consists of the Code of Conduct, Finnair Policies, Standards, Rules, and Manuals, as well as the related key controls.
For the proper functioning of the internal control and risk management of financial reporting, clearly defined roles and responsibilities are critical. The risk owners in the first line of defence – i.e. business units, Finance & Strategy function as well as certain other shared functions – are responsible for the risk management activities, whereas Risk & Compliance, being a control function in the second line of defence, facilitates the identification and evaluation of risks, assists the first line of defence in defining the controls, and monitors the implementation of controls and risk management activities. In the third line of defence, Internal Audit provides the Board with an assessment of the overall effectiveness of the governance, risk management and control processes.
Risks are continuously identified and analysed as part of the risk management process. Risk management is an integral part of running the business. Performing risk assessments as part of the business activities improves the relevance and quality of risk assessment. Main responsibility for performing risk assessments regarding financial reporting risks lies with the business organisation and shared functions, i.e. the first line of defence. Processes related to financial reporting are subject to on-going risk assessment by the business controllers, financial controllers and other shared service staff as part of their activities.
Consistent with the Three Lines of Defence model, the role of Risk & Compliance function is to develop and maintain the Finnair Risk Management Framework.
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Corporate Governance
Statement 2025
Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
Financial reporting manuals and instructions have been prepared to be followed across the organisation. The manuals and instructions outlining the content and schedule for the reporting aim to increase the overall controllability of the financial reporting process and ensure that financial statements fulfil the requirements set in the IFRS standards and other applicable requirements.
Risks related to financial reporting are managed through controls aiming to provide reasonable assurance that the information of interim reports and year-end reports are correct and that they have been prepared in accordance with legislation, applicable accounting standards and other requirements for listed companies.
Control activities are applied in the business processes and, from the financial reporting perspective, they ensure that errors or deviations are prevented or detected and corrected. Controls in financial reporting pertain to the initiation, recognition, measurement, approval, accounting and reporting of financial transactions as well as disclosure of financial information.
The general IT controls support financial reporting controls in areas like access control and back-up management. Responsibilities are assigned in the Finance & Strategy function ensuring that analyses of the business performance, including analyses on volumes, revenues, costs, working capital, and asset values are performed in accordance with the control requirements.
The Finance & Strategy function is responsible for ensuring that the financial reporting manuals and instructions are up-to-date and that changes are communicated to the relevant units and functions. The process owners of the main finance processes are responsible for informing about upcoming changes in International Accounting Standards,
new accounting principles and other changes in reporting requirements.
The key principles of Finnair's Disclosure Policy regarding disclosure to the stock markets are reliability, openness, consistency and fairness. Finnair publishes press and stock exchange releases without undue delay and makes
The key components and roles in control planning, implementation and monitoring
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Corporate Governance Statement 2025
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Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair
Governance in 2025
them available to the markets and all principal stakeholders simultaneously.
The business units and shared functions regularly assess the maturity of their control activities. The control function – Risk & Compliance – facilitates the identification and evaluation of risks, assists business units and shared functions in defining the controls, and monitors the implementation of controls and risk management activities.
The design and effectiveness of the internal control and risk management systems are also assessed as part of the audits by Internal Audit. Audit results, corrective actions and their status, are regularly reported to the Executive Board and to the Audit Committee.
Internal Audit is established by the Board, and its responsibilities are defined by the Audit Committee of the Board as part of their oversight responsibility.
Internal Audit, the independent assurance function in the third Line of Defence, performed audits according to the annual plan approved by the Audit Committee of the Board and performed also assignments requested by the management.
The mission of Internal Audit in Finnair is to provide independent, objective assurance and consulting services designed to add value and improve the organisation's operations. Internal Audit helps the organisation to mitigate factors that might undermine its business objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes.
Related party transactions are regulated by the Finnish Companies Act and the Corporate Governance Code issued by the Securities Market Association, as well as in the IAS 24 Related Party Disclosures. Finnair related parties include the subsidiaries, associated companies and joint ventures. Also, the Members of the Board, the CEO and other Members of the Executive Board, their close family Members and entities controlled directly or indirectly by them, as defined in IAS 24, are related to Finnair. Major shareholders with more than 20 per cent ownership of shares or of the total voting rights in the Company are included in related parties. Finnair has defined principles for identifying related party transactions.
In relation to any transaction with the Company the related parties must obtain permission in advance. The permission can be given by the Executive Board, or if the permission concerns the CEO or a Member of the Board, by the Board.
The person concerned may not participate in discussing the matter on the Executive Board or the Board or participate in preparations, decisions or implementation of the matter on behalf of the Company.
In addition, the Members of the Executive Board and the Board are required to file an annual report of transactions conducted by them or their related parties with Finnair during the financial period, as well as of transactions anticipated for the next period. The permission and notification procedures only apply to negotiated transactions. Hence, they do not apply to service or product purchases available on normal commercial terms or to normal employee discounts.
Significant transactions between Finnair and its related parties are announced with a stock exchange release in accordance with the rules of Nasdaq Helsinki.
Information on transactions with related parties is also provided in Note 4.5 to the financial statements. Transactions have been carried out at market prices.
Inside information within the Company and transactions on Finnair financial instruments by persons discharging managerial responsibilities in the Company or their closely
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Corporate Governance Statement 2025
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Regulatory Framework
Governing Bodies
The Board
Audit Committee
People and Remuneration Committee
Company Management
Key Events in Finnair Governance in 2025
related persons are managed in accordance with the Market Abuse Regulation (MAR) and the insider guidelines of Nasdaq Helsinki and the Insider Rules of the Company. The Company's Insider Rules also apply to employees in the so-called informative core of the Company.
The Company maintains a list of persons discharging managerial responsibilities in Finnair (managers), including their closely related persons and entities, who must notify the Company and the Financial Supervisory Authority of their transactions on the Company's financial instruments within three business days of the execution of the transaction. The Company must disclose these transactions in a stock exchange release within two business days from having received the notification of the transaction. The Company's managers are the Members of Finnair's Board and of the Executive Board.
The Company's managers and employees at the so-called informative core of the Company are bound by a closed window on trading, which begins 30 days before the release of interim or annual results and continues until the end of the release date. The Company may also impose other trading restrictions and grant exemptions in accordance with its insider rules.
The Company's managers and employees in the so-called informative core of the Company must give an advance notice to the Company before the execution of a planned transaction. In addition, they can request an advance assessment of the legality of a planned transaction. The advance notice obligation and advance assessment
opportunity are intended to reduce the risk of trading during a closed trading window or at a time when the Company has undisclosed inside information. Giving an advance notice does not affect the responsibility of the Company's managers and employees in its so-called informative core regarding the abuse of inside information.
The Disclosure Policy of the Company requires, in accordance with the Market Abuse Regulation (MAR), that the Company discloses any inside information it may have as soon as possible. However, the disclosure may be delayed if the requirements specified in MAR are met. The identification of inside information and decisions regarding the disclosure or delay of disclosure are made by the Company's Disclosure Committee, which is comprised of the Members of the Executive Board. The Disclosure Committee assesses the Company's information typically once a week and otherwise whenever necessary. If the Company delays the disclosure of inside information, it establishes a project-specific insider list and enters the persons with access to the relevant information on the insider list.
The person responsible for insider issues within the Company is the SVP & General Counsel. Finnair's Insider Rules are available on the Company's website.
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