Proposal of the Shareholders' Nomination Board on the composition and remuneration of the Board of Directors of Finnair Plc
The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting (AGM) to be held on 20 March 2019 that the number of members of the Board of Directors would be confirmed as eight.
Proposal on the composition of Board of Directors
The Shareholders' Nomination Board proposes that Colm Barrington, Montie Brewer, Mengmeng Du, Jouko Karvinen, Henrik Kjellberg and Jaana Tuominen be re-elected as members of the Board of Directors, and that Tiina Alahuhta-Kasko and Jukka Erlund be elected as new members to the Board of Directors. Maija-Liisa Friman and Jonas Mårtensson have informed the Nomination Board that they will not be available in the election of the Board of Directors in the next AGM.
Tiina Alahuhta-Kasko (b. 1981, M.Sc. (Econ.), CEMS, MIM, Finnish citizen) is President & CEO of a Finnish design company Marimekko Corporation since 2016. She joined Marimekko in 2005, and worked as the company’s President between 2015-2016, as Chief Operating Officer (COO) and Member of Management Group between 2014-2015, as Chief Marketing Officer (CMO) and Member of Management Group between 2012-2015, and as Head of PR/PR Manager between 2005-2012.
Jukka Erlund, (b. 1974, M.Sc. (Econ.), eMBA, Finnish citizen) is the Executive Vice President, CFO, of a Finnish trading sector company Kesko since 2011. He has been employed by Kesko since 2004 and been Kesko Food Ltd's Vice President for Finance between 2010-2011, Kesko Corporation's Vice President, Corporate Controller between 2007-2010, and Kesko Corporation's Corporate Business Controller between 2004-2007. He is the Chair of the Tax and Economic Policy Committee of Finnish Commerce Federation, the member of the Economy and Tax Committee of Confederation of Finnish Industries EK, and member of the Supervisory Board of Varma Mutual Pension Insurance Company.
The biographical details of Board members proposed for re-election can be found at the Finnair website.
The Nomination Board further proposes that Jouko Karvinen be re-elected as Chairman of the Board. He has been a member of the Board since 2016 and the Chairman since 2017.
All candidates have given their consent to the position, and all, except Jukka Erlund, are independent of the company and its significant owners. Jukka Erlund is not deemed to be independent of the company, because Piia Karhu, Finnair’s Senior Vice President, Customer Experience, is member of the Board of Kesko Corporation.
Proposal on Board of Directors’ remuneration
The Nomination Board shall, according to its charter, agree unanimously on the proposals to be put before the AGM. The Shareholders' Nomination Board did not make a unanimous proposal for the remuneration paid to the Board of Directors for their following term of office. The Chair of the Nomination Board has notified the Nomination Board and the Company that at the Annual General Meeting, the State of Finland will propose that the remuneration shall remain unchanged.
The remuneration currently paid to the Board of Directors is as follows:
Chairperson 61,200 euros
Vice Chairperson 32,400 euros
Chairpersons of the Audit Committee and Compensation and Nomination Committee 32,400 euros, where these individuals are neither the Chairperson nor the Vice Chairperson of the Board
Other members 30,000 euros per year
Each member’s fee for a meeting of the Board of Directors or its Committee is 600 euros when the meeting takes place in the member’s country of residence and 2,400 euros for other meetings. For telephone meetings, the fee is 600 euros.
The members are entitled to reimbursement of reasonable travel and representation expenses in accordance with the company’s general expenses policy.
The 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 Nomination Board
The Shareholders' Nomination Board’s members as from 1 September 2018 are Minna Pajumaa, Senior Financial Counsellor, Government Ownership Steering Department; Robin Backman, Portfolio Manager, Keva; Mikael Etola, Managing Director, Etola Oy; and Jouko Karvinen, Chairman of Finnair's Board of Directors.
The above proposals will be included in the forthcoming invitation to the AGM.