Nokia 2003 Annual Report Download - page 80

service with Nokia through age 65. Nokia does not offer any such benefit to any other members of
the 2003 Group Executive Board.
6.C Board Practices
The Board of Directors
The operations of the company are managed under the direction of the Board of Directors, within
the framework set by the Finnish Companies Act and our articles of association and the
complementary Corporate Governance Guidelines and related charters as adopted by the Board.
The Board represents and is accountable to the shareholders of the company. The Board’s
responsibilities are active and not passive and include the responsibility to regularly evaluate the
strategic direction of the company, management policies and the effectiveness with which
management implements its policies. The Board’s responsibilities further include overseeing the
structure and composition of the company’s top management and monitoring legal compliance
and the management of risks related to the company’s operations. In doing so the Board may set
out annual ranges and/or individual limits for capital expenditures, investments and divestitures
and financial commitments not to be exceeded without Board approval.
The Board has the responsibility for appointing and discharging the Chief Executive Officer and the
President and the other members of the Group Executive Board. Subject to the requirements of
Finnish law, the independent directors of the Board will confirm the compensation and the
employment conditions of the Chief Executive Officer and the President upon the recommendation
of the Personnel Committee. The compensation and employment conditions of the other members
of the Group Executive Board are approved by the Personnel Committee.
The basic responsibility of the members of the Board is to act in good faith and with due care so
as to exercise their business judgment on an informed basis in what they reasonably and honestly
believe to be the best interests of the company and its shareholders. In discharging that obligation,
the directors must inform themselves of all relevant information reasonably available to them.
Pursuant to the articles of association, Nokia Corporation has a Board of Directors composed of a
minimum of seven and a maximum of ten members. The members of the Board are elected for a
term of one year at each Annual General Meeting, which convenes each March or April. Since the
Annual General Meeting held on March 27, 2003, the Board has consisted of nine members. Nokia’s
CEO, Mr. Jorma Ollila, also serves as the Chairman of the Board. The other members of the Board
are all non-executive and independent as defined in the Finnish rules and regulations. In
January 2004, the Board determined that seven members of the Board are independent, as defined
in the New York Stock Exchange’s listing standards approved in November 2003. In addition to the
Chairman, Dr. Bengt Holmstr¨ om was determined to be non-independent due to a family
relationship with an executive officer of a Nokia supplier of whose consolidated gross revenues
Nokia accounts for an amount that exceeds the limit provided in the NYSE listing standards, but
that is less than 10%. The Board convened nine times during 2003, three of the meetings were
held in the form of a conference call, and the average ratio of attendance at the meetings was
99%. The non-executive directors meet without executive directors at least twice a year, or more
often as they deem appropriate. The Board and each committee also has the power to hire
independent legal, financial or other advisors as it deems necessary.
The Board elects a Chairman and a Vice Chairman from among its members for one term at a
time. On March 27, 2003 the Board resolved that Mr. Jorma Ollila should continue to act as
Chairman and that Mr. Paul J. Collins should continue to act as Vice Chairman. The Board also
appoints the members and the chairmen for its committees from among its non-executive,
independent members for one term at a time.
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