2016 Corporate Governance statement Corporate Governance statement 2016 1 Introduction Finavia is committed to good governance in all its operations. In addition to compliance with laws and regulations, our operations are guided by Finavia’s values, our common principles of operation and our ethical code of conduct. Finavia Corporation (hereafter also “the Company”) is a safety management system associated with its line of fully state-owned public company. Finavia has the special business. It constitutes an essential part of the company’s task of developing the airport network and maintaining risk management. the airports with regular scheduled commercial traffic. Finavia has been given the position of a company at- In addition, Finavia manages an air navigation system and tending to special tasks in its Articles of Association and provides air navigation services. in the Government’s decision-in-principle dated 3 No- The decision-making and administration of Finavia vember 2011. The particular purpose of the company’s Corporation is governed by the Limited Liability Compa- operations is to “maintain and develop, for the purpose nies Act, the company’s Articles of Association, as well of promoting aviation, a uniform and integrated state net- as the applicable Guide of Governance produced by the work of airports; and the Finnish air navigation system for party responsible for ownership steering, and by Finavia the needs of commercial air traffic and other civil aviation, Group’s own Guide of Governance. military aviation and governmental aviation and to provide Finavia also complies, as applicable, with the Corporate air navigation services in the airspace under Finland’s re- Governance Code of Finnish listed companies approved sponsibility in the manner to be separately regulated or by the Finnish Securities Market Association in 2015 (“the provided.” Governance Code”). The most significant deviations from According to the Government’s decision-in-principle the Governance Code are due to the fact that Finavia only dated 13 May 2016, the State pursues an optimal financial has one shareholder, namely the State of Finland. In addi- and social overall result in the management of its corpo- tion, the Government has defined part of the Company’s rate assets. recommended specifications regarding its functions, The responsibility for Finavia’s ownership steering dur- such as those concerning the grounds for electing Board ing 2016 was vested with the Ministry of Transport and members, in the Government’s policy decisions regarding Communications, which has, in keeping with the State its ownership policy. Therefore, adherence to the Govern- Shareholdings and Ownership Steering Act, made the ance Code in all respects would not be appropriate. ownership strategy-related policy decisions regarding The exceptions from the Governance Code are the Finavia Corporation. On 1 April 2017, the responsibility for recommendations concerning the contents and publi- Finavia’s ownership steering will be transferred from the cation of notices of the General Meetings of shareholders Ministry of Transport and Communications to the Owner- and their subparagraphs (1 and 2), the recommendation ship Steering Department of the Prime Minister’s Office. concerning the retrospective publication of GM docu- In December 2016, the Cabinet Committee on Eco- ments (4), the recommendation concerning the publi- nomic Policy was in favour of the proposal by the Ministry cation of the method or preparing the proposal for the of Transport and Communications according to which the composition of the Board of Directors (7), the recom- air navigation operations of Finavia Corporation are to be mendation concerning the definition of principles regard- separated into a company attending to special tasks dur- ing the diversity of the Board of Directors (9) and the rec- ing spring 2017. ommendation concerning the Shareholder’s Nomination The Parliament has not granted the Government any Committee (18b). Furthermore, the recommendation authorisations to assign the shares of Finavia Corporation. concerning share incentives (23) is not relevant due to its State ownership. Corporate structure The entire Governance Code can be viewed on the Se- In 2016, the Company’s business areas were Helsinki Air- curities Market Association’s website at www.cgifinland.fi. port, Airport Network and Air Navigation Services. Other Finavia’s governance principles were last confirmed in companies part of the Finavia Group are Airpro Oy, a com- a meeting of Finavia’s Board of Directors in August 2016. pany providing support services for air traffic, and its sub- In addition, the Board of Finavia has confirmed the prin- sidiary RTG Ground Handling Oy, as well as Lentoasemaki- ciples of risk management and internal control to be fol- inteistöt Oy, LAK Real Estate Oyj and Kiinteistö Oy Lentä- lowed by the Group. The company also has a separate jäntie 1, companies engaged in the real estate business. Corporate Governance statement 2016 2 Administrative and operative bodies The parent company of Finavia Group is Finavia Cor- and cautious business principles. The Board of Direc- poration, the administrative and executive bodies of tors shall promote the interests of the company. which are its General Meeting of shareholders, Board of According to the Articles of Association, the Board Directors, the Board’s Audit Committee and the Board’s of Directors has a minimum of three and a maximum of Nomination and Compensation Committee, the CEO, seven members, and the GM decides on the number and the Executive Group. Finavia Corporation has its of Board members and their election for one year at a registered office in Vantaa, Finland. time. The GM also elects the Chairman of the Board. The Board may elect a Deputy Chairman from among its members. The CEO cannot be elected as a member or General Meeting of the Chairman of the Board of Directors. The Board of Directors convenes on the date de- shareholders termined by the Board, on average once a month. The Board meeting has quorum when more than half of its The Ordinary GM is Finavia’s supreme decision-mak- members, including the Chairman or the Deputy Chair- ing body. The Ordinary Meeting of shareholders is held man, are present. The decisions of the Board require a annually on a day called by the Board of Directors, simple majority. In the event of a tie, the Chairman casts before the end of June. the deciding vote. The Board of Directors convenes an extraordinary The CEO is entitled to attend Board meetings and be GM when required or when prescribed by the Limited Li- heard at them, unless otherwise decided by the Board in ability Companies Act. The Ordinary General Meeting of a certain case. The Board meetings may also be attend- Shareholders decides on issues within its powers under ed by other persons whose presence is necessary, tak- the Limited Liability Companies Act. ing into account the matter to be discussed. The Gener- Additionally, the GM decides, on the basis of the Ar- al Counsel of Finavia Group acts as the secretary of the ticles of Association, on the legal actions that have a Board. far-reaching or important meaning to the company’s The Board of Directors is responsible for the compa- operations in carrying out its special tasks, as well as on ny’s governance and the appropriate organisation of its transfers or real estate assets related to airport areas or operations as well as for ensuring that the Company’s areas important to national defence. accounting and financial management are appropriately The Chairman and members of the Board as well as the supervised. The Board of Directors deals with matters CEO must attend the GM. The auditor must attend the Or- that are far-reaching and important for the operations of dinary GM. A person who is a candidate for Board mem- the company and its subsidiaries. bership must attend the GM deciding on the election. The preparation of the issues to be discussed by the According to the Articles of Association, the notice of Board is primarily the CEO’s responsibility. The CEO is a General Meeting of shareholders shall be delivered no also responsible for ensuring that the Board receives earlier than four weeks and no later than one week prior sufficient information to assess the operation and finan- to the meeting. The GM is held at the company’s regis- cial position of the company and its subsidiaries as well tered office in Vantaa, or in some other location decided as any other issues to be discussed. The matters to be by the Board of Directors. The Ordinary GM for 2016 was discussed by the Board are presented by the CEO. In in- held on 31 May 2016. dividual cases, the CEO may delegate this task to a mem- ber of the Executive Group, the CEO of a subsidiary, or another person familiar with the matter. Composition and work of the In its decision-making, the Board of Directors ad- heres to the current legislation of Finland as well as regu- Board of Directors lations and orders issued pursuant to it and the Articles of Association. The Board of Directors has confirmed a The Board of Directors shall manage the company and working order for itself, containing a more detailed ac- its subsidiaries professionally and in keeping with sound count of the duties and procedures of the Board. The Corporate Governance statement 2016 3 Board of Directors carries out annual assessments of its own work Chairman and personnel representative Carita Pylkäs continued as and efficiency. a Board member. New members of the Board were elected in Katja When required, the Board of Directors decides on establishing Keitaanniemi, Executive Vice President at Finnvera, Jarmo Kilpelä, new committees for the purpose of preparing the matters for which Financial Counsellor, Nina Kiviranta, Legal Counsel at Outotec, Erkka the Board is responsible and elects their members annually after the Valkila, the long-serving CEO of SATO until 2015 and Stefan Wentjärvi, Ordinary General Meeting.