Group structure

The parent company of the Finnair Group is Finnair Plc, which has 18 subsidiaries, the most significant of which are Finland Travel Bureau Ltd, Matkatoimisto Oy Area and Finnair Catering Oy. Other notable subsidiaries are Oy Aurinkomatkat-Suntours Ltd. Ab, Finnair Aircraft Finance Oy, Finnair Cargo Oy, Northport Oy and Finnair Facilities Management Oy. The Finnair Group's airlines are, in addition to the parent company, Aero Airlines AS and the Swedish company Nordic Airlink Holding AB. The Finnair Group's 22 business units and subsidiaries are organised into four divisions: Scheduled Passenger Traffic, Leisure Traffic, Aviation Services and Travel Services.

Annual General Meeting and exercising of voting rights at the Annual General Meeting

Ultimate authority in Finnair Plc is exercised by the company's shareholders at the Annual General Meeting. The Annual General Meeting is convened by the company's Board of Directors. In accordance with the Companies Act the Annual General Meeting decides on, among other things, the following matters:

*	the number, election and remuneration of the Board of Directors
*	the number, election and remuneration of the auditors
*	the approval of the financial statements
*	the distribution of dividends
*	the amendment of the Articles of Association.

The Articles of Association of Finnair Plc do not contain any redemption clause nor any restrictions on voting rights. The company has one series of shares.

Board of Directors

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 23 March 2005 the Annual General Meeting of Finnair Plc elected Christoffer Taxell as Chairman of the Board of Directors, and as Members of the Board Samuli Haapasalo, Markku Hyvärinen, Kari Jordan, Veli Sundbäck, Helena Terho and Kaisa Vikkula. All members of the Board are independent and from outside the company. The Board of Directors' term of office expires at the end of the Annual General Meeting to be held on 23 March 2006.

Samuli Haapasalo resigned from the Board on 22 June 2005 following his appointment as Director General of the Finavia.

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 and CEO and decides on his salary. The Board of Directors also appoints and dismisses the Deputy to the President and CEO. The Board of Directors selects the members of the Group's senior management and decides on their terms of employment, taking into account the guidelines of the personnel strategy and remuneration system in accordance with the company's principles of corporate governance. 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 principles of corporate governance.

The Board of Directors is also responsible for ensuring that the openness and fairness referred to in the company's principles of corporate governance 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, the President and CEO and the deputy 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. In 2005, the Board of Directors held 13 meetings, of which three were conducted as conference calls. The average attendance percentage of the members of the Board of Directors at the meetings of the Board was 95.

The President and CEO of Finnair Plc, or a senior member of Finnair Group management nominated by the President and CEO, acts as the presiding officer at meetings of the Board of Directors. The Finnair Group's SVP, Administration and Human Resources acted as secretary to the Board of Directors in 2005. The Board of Directors evaluates its working practices regularly.

The Charter of the Board of Directors can be viewed at Finnair Group's Internet site www.finnair.com/investor.

Committees

The Board of Directors has established a Salary and Appointments Committee as well as an Audit Committee. The Salary and Appointments Committee consisted of Chairman of the Board Christoffer Taxell as well as Members of the Board Kari Jordan and Samuli Haapasalo (until 22 June 2005). President and CEO Keijo Suila acted as the presiding officer. The committee met twice in 2005.

The Audit Committee consists of Markku Hyvärinen as chairman as well as Helena Terho and Kaisa Vikkula as members. President and CEO Keijo Suila acts as the presiding officer. The committee met twice in 2005.

The Finnair Group's SVP, Administration and Human Resources acted as secretary to the both committees. The Committee Charters can be viewed at Finnair Group's Internet site www.finnair.com/investor.

Remuneration and other benefits

The monthly remuneration and attendance allowances decided by the Annual General Meeting for Members of the Board of Directors in 2005 were:

*	Chairman's monthly remuneration 3,500 euros/month
*	Vice Chairman's monthly remuneration 2,000 euros/month
*	Member of the Board's monthly remuneration 1,800 euros/month
*	Attendance allowance 500 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 183,860 euros in 2005.

Chief Executive Officer and Deputy Chief Executive Officer

Finnair Plc has a Chief Executive Officer, whose task is to manage the company's operations according to guidelines and instructions issued by the Board of Directors. The Board of Directors appoints and dismisses the Chief Executive Officer and decides on his terms of employment. The Board of Directors also appoints and dismisses the Deputy Chief Executive Officer. In 2005, Finnair Plc's Chief Executive Officer was President and CEO Keijo Suila and the Deputy Chief Executive Officer was Henrik Arle, EVP Scheduled Passenger Traffic. Jukka Hienonen succeeded Keijo Suila as the company's President and CEO on 1 January 2006.

President and CEO Keijo Suila was paid a total of 831,203 euros in salary, bonuses and fringe benefits in 2005. EVP Henrik Arle was paid a total of 243,866 euros in salary, bonuses and fringe benefits in 2005.

President and CEO Keijo Suila retired on 31 December 2005. Jukka Hienonen took over as Finnair Plc's President and CEO on 1 January 2006. Before joining Finnair, Hienonen was Executive Vice President of Stockmann Oyj Abp with responsibility for the department stores group. EVP Scheduled Passenger Traffic, Mr Henrik Arle was appointed Deputy CEO as of 1 January 2006.

The Chief Executive Officer and the Deputy Chief Executive Officer have the right to retire at the 60 years of age on a full pension of 60 per cent of pensionable salary. The Chief Executive Officer's and the Deputy Chief Executive Officer's contracts may be terminated with a period of notice of six months. In addition to salary for the period of notice, they are entitled to severance compensation equivalent to 12 months' salary, if the contract is terminated for reasons independent of them.

Management Group

Until the end of 2005 the Finnair Group had a Management Group consisting of President and CEO Keijo Suila (Chairman) and members Eero Ahola, Mauri Annala, Henrik Arle, Hannes Bjurström, Christer Haglund, Lasse Heinonen, Juha Kinnunen (until 31 January 2005), Anssi Komulainen, Antero Lahtinen (as of 1 May 2005), Tero Palatsi, Mika Perho, Tero Vauraste and Jarmo Vilenius.

The Management Group meets 8-10 times a year and its tasks include the handling of Group-wide development projects as well as Group-level policies and procedures. In addition, the Management Group is kept informed about, among other things, the Group's and business area companies' business plans, financial performance as well as matters to be dealt with by Finnair Plc's Board of Directors, in the preparation of which it participates.

Matters relating to the remuneration scheme of members of the Management Group are considered in the Board of Directors' Salary and Appointments Committee. Decisions are made by the company's Board of Directors. Management incentive bonuses are determined annually based on the company's earnings per share, business-unit quality and process indicators as well as personal performance appraisals. The bonus can be equivalent at most to four months' basic salary.

The option scheme for Group key personnel was replaced in 2004 by a share-based incentive scheme. The incentive scheme is based on earnings per share and return on capital employed, whose target levels are established by the Board of Directors annually.

Finnair Plc's Management Board

Management Board of Finnair Plc consists of the above-mentioned Senior Vice Presidents of business areas and key business units plus three employee representatives.

Changes in the Management Group after 31 December 2005

The position of Finnair's Accountable Manager has been redefined. The Accountable Manager is responsible for the Airline Operator's Certificate and other operating licences granted by the authorities. As of 1 January 2006, Finnair Plc's Accountable Manager is EVP Scheduled Passenger Traffic, Deputy CEO Henrik Arle.

Changes took place in the Management Group following the retirement of Eero Ahola, SVP Corporate Strategy and Business Development, on 31 December 2005. Jarmo Vilenius, SVP Finnair Technical Services, SVP Finnair Facilities Management as of 15 January 2006. Kimmo Soini has been appointed SVP Finnair Technical Services.

Finnair SVP Administration and Human Resources Tero Palatsi resigned from Finnair as of 15 February 2006. SVP Leisure and Travel Services Mauri Annala will retire on 1 March 2006 and will be succeeded by Kaisa Vikkula. Ms Vikkula resigned from Finnair Plc's Board of Directors on 16 February 2006.

The number of members in the Management Group was reduced as of 1 January 2006. The members of the current Management Group are President and CEO Jukka Hienonen (chairman), Deputy CEO Henrik Arle, CFO Lasse Heinonen, SVP Commercial Division Mika Perho, SVP Finnair Technical Services Kimmo Soini, SVP Leisure and Travel Services Kaisa Vikkula as well as SVP Administration and Human Resources.

Corporate governance of subsidiaries

The members of the boards of directors of the most significant subsidiaries are selected from individuals belonging to Finnair Group management as well as from representatives proposed by the personnel groups. The key tasks of the boards of directors of subsidiaries are strategy preparation, approving the operational plan and budget, and deciding on investments and commitments within the limits of instructions issued by the Board of Directors of Finnair Plc.

Auditors and monitoring

Auditors

The company has at least two and at most four auditors elected by the Annual General Meeting. The auditors' term of office is the company's financial year and the auditors' duties end at the conclusion of the Annual General Meeting following the meeting of their election. At least one of the auditors must be an authorised public accountant or an authorised accounting firm approved by the Central Chamber of Commerce.

Finnair Plc's Annual General Meeting in 2005 elected two regular auditors, namely Authorised Accounting Firm PricewaterhouseCoopers Oy and APA Jyri Heikkinen. APA Matti Nykänen and APA Tuomas Honkamäki were elected as deputy auditors. The auditors of Finnair Group subsidiaries are mainly PricewaterhouseCoopers firm auditors or auditors employed by them.

In 2005 the Group's auditors were paid auditing fees totalling 225,000 euros. Finnair Plc also paid auditors 45,000 euros for services (taxation and IFRS consulting) unrelated to the statutory auditing of the accounts.

Monitoring and reporting system

The principal task of the statutory audit is to verify that the financial statements give accurate and sufficient information about the Group's result and financial position for the financial year. The auditors report their findings to the Board of Directors once per year and submit an auditors' report to company's shareholders in connection with the annual financial statements.

The company has a Risk Management Steering Group, chaired by the President and CEO, whose task is to assess and ensure that the Group's risk management, monitoring and management processes are sufficient, appropriate and effective.

The Board of Directors of Finnair Plc has approved principles of internal monitoring, which are applied within the Group. Internal auditing is responsible for fulfilling the monitoring and auditing obligation laid down in the Companies Act.

Internal auditing assists in verifying the integrity of transactions and the accuracy of information in internal and external accounting and in confirming that controls are exercised effectively, property is maintained and operations are conducted appropriately in accordance with the Group's objectives. Internal auditing also participates in the auditing of Finnair Plc subsidiaries' accounts in collaboration with external auditing. The internal auditing priorities are determined in accordance with the Group's risk management strategy.

The fulfilment of financial targets is monitored by a system of Group-wide reporting. The reporting encompasses realised data and up-to-date forecasts for a rolling 12-month period. The accumulation of financial added value is monitored monthly in an internal reporting process. The Group's traffic performance is published in a monthly stock exchange bulletin.
Risks arising from operations in relation to property, disruption, damage and liability risks have been covered by appropriate insurances.

Governing provisions

Finnair Plc adheres to valid legislation, provisions issued under such legislation and the company's Articles of Association. Furthermore, in its activities Finnair Plc complies with the recommendations of the Helsinki Stock Exchange, the Central Chamber of Commerce and the Confederation of Finnish Industry and Employers on the administration and management of listed companies as well as insider rules.

Company insiders

According to the Securities Markets Act, the Finnair Group's insiders are divided into permanent and temporary insiders.

Permanent insiders are further divided into those entered in a public insider register and those entered in a non-public company-specific insider register.

Temporary insiders are individuals who receive insider information during the implementation of some specific task (project). They are entered into the non-public company-specific register, namely a project-specific subregister.

Finnair Plc's permanent, public insiders include members of the Finnair Plc's Board of Directors, the Chief Executive Officer and his deputy, those who report directly the Chief Executive Officer, and auditors, including the auditor of carrying chief responsibility for the firm of auditors.

The permanent company-specific insiders include staff representatives participating in the work of Finnair Plc's Management Board; the managing directors of Amadeus Finland Oy, Matkatoimisto Oy Area, Finland Travel Bureau Ltd, Oy Aurinkomatkat - Suntours Ltd Ab, Finnair Travel Services Oy, Finnair Facilities Management Oy and Finnair Aircraft Finance Oy; the secretaries to the CEO and CFO; company lawyers and internal auditors; those responsible for financial communications; the Finance and Economics Department's vice presidents, assistant vice presidents, finance managers, economics managers, and the financial management and supervision planning manager; the vice presidents of Finnair's Commercial Division and the Vice President Leisure Flights; the department managers dealing with employment affairs and HR services; and other individuals separately decreed by Finnair's Chief Executive Officer.

The Board of Directors of Finnair Plc has approved Finnair Plc's insider guidelines, which contain guidelines for public and company-specific insiders and specify the organisation and procedures of the company's insider controls. The company's insider guidelines have been distributed to all insiders.

The legal affairs department is responsible for the content of the insider guidelines. Compliance with the insider guidelines is monitored by the economics and finance department. The company operates a restriction on trading, which applies to insiders' trading in the company shares or in securities granting entitlement to shares for 30 days before the declaration of financial results.

Finnair Plc's insider register is maintained by Finnish Central Securities Depository Ltd. Up-to-date details of insiders' shareholdings can be viewed at Finnish Central Securities Depository Ltd's premises in Helsinki at the address Urho Kekkosen katu 5 C and on the company's website at the address www.finnair.com/investor.

Corporate Governance update

The Finnair Corporate Governance section is updated regularly and can be viewed on the company's website at the address www.finnair.com/investor. Finnair Plc's website is published in Finnish and English, as is the printed annual report. The electronic annual report and interim reports are also published in Swedish.