Board of Directors
The Supervisory Board of Finnair Plc was abolished by a decision of the Annual General Meeting on April 9, 2003. The duties of the Supervisory Board were transferred to the Board of Directors and the election of the Board of Directors to the Annual General Meeting. The Supervisory Board convened once during 2003. The members of the Supervisory Board were paid fees and attendance allowances totalling 14,720 euros in 2003.
Composition and term of office
The Board of Directors of Finnair Plc consists of a chairman and at least four and at most six members. The Annual General Meeting elects the Chairman and the Members of the Board of Directors for one year at a time. The Board of Directors elects a Vice Chairman from among its members.
On April 9, 2003 the Annual General Meeting of Finnair Plc elected Christoffer Taxell as Chairman of the Board of Directors, and as Members of the Board Kari Jordan (Vice Chairman), Samuli Haapasalo, Markku Hyvärinen, Helena Terho and Kaisa Vikkula. Member of the Board Antti Satuli died of a sudden illness on April 17, 2003. The Board of Directors' term of office expires at the end of the Annual General Meeting to be held on April 7, 2004.
Duties and meetings
The Board of Directors is responsible for the company's operations and finances, it convenes the Annual General Meeting and it prepares the matters to be dealt with at the Annual General Meeting. The Board of Directors is also responsible for implementing the decisions of the Annual General Meeting.
The Board of Directors appoints and dismisses the President & CEO and decides on his/her salary. The Board of Directors also appoints and dismisses the deputy to the President & CEO. The Board of Directors selects the members of the Group's Board of Management and decides on their terms of employment, taking into account the guidelines of personnel strategy and remuneration system in accordance with the company's administrative principles. The Board of Directors is responsible for ensuring that the company's accounts, budget monitoring systems and risk management are arranged in accordance with the company's administrative principles.
The Board of Directors is also responsible for ensuring that the openness and fairness referred to in the company's administrative principles are implemented in the information given in the company's financial statements.
The company's business name is signed by the Chairman of the Board of Directors and the President & CEO each separately or two members of the Board of Directors together. The Board of Directors grants and revokes rights to sign the business name as well as powers of procuration. The holders of powers of procuration sign the business name two together or each separately with one member of the Board of Directors.
The Board of Directors meets on average 8-10 times per year. The Board of Directors met ten times in 2003. The average attendance of the members of the Board of Directors at the meetings of the Board was 89 per cent.
The President & CEO of Finnair Plc, or a senior member of Finnair Group management nominated by the President and CEO, acts as the presenting officer at meetings of the Board of Directors. The Finnair Group's VP, Legal Affairs acts as secretary to the Board of Directors. The Board of Directors evaluates its working practices regularly.
Committees
The Board of Directors has established a Salary and Appointments Committee. The committee consists of Chairman of the Board Christoffer Taxell as well as Members of the Board Kari Jordan and Samuli Haapasalo. President & CEO Keijo Suila acts as the presenting officer. The committee met twice in 2003.
Remuneration and other benefits
The monthly remuneration and attendance allowances decided by the Annual General Meeting for Members of the Board of Directors in 2003 were:
- Chairman's monthly remuneration 2,600 euros/month
- Member of the Board's monthly remuneration 1,200 euros/month
- Attendance allowance 200 euros/meeting/person
The Board of Directors are entitled to a daily allowance and compensation for travel expenses in accordance with Finnair Plc's general travel rules. In addition, Members of the Board of Directors have a limited right to use ID tickets in accordance with Finnair Plc's ID ticket rules.
The members of Finnair Plc's Board of Directors were paid monthly remuneration and attendance allowances totalling 44,200 euros in 2003. |