Nokia 2003 Annual Report Download - page 82

recommendation to the shareholders in respect of the appointment of the external auditor based
upon its evaluation of the qualifications and independence of the auditor to be proposed for
election or re-election. The Audit Committee meets at least four times per year based upon a
schedule established at the first meeting following the appointment of the Committee. The
Committee meets separately with the representatives of the management and the external auditor
at least twice a year. The Audit Committee held four meetings in 2003.
The Personnel Committee consists of a minimum of three members of the Board. Since March 27,
2003, the Personnel Committee has consisted of the following four members of the Board:
Mr. Paul J. Collins (Chairman), Dr. Bengt Holmstr¨ om, Dame Marjorie Scardino and Mr. Vesa Vainio.
The primary purpose of the Personnel Committee is to oversee the personnel policies and practices
of the company. It assists the Board in discharging its responsibilities relating to all compensation,
including equity compensation, of the company’s executives and the terms of employment of the
same. The Committee has overall responsibility for evaluating, resolving and making
recommendations to the Board regarding (1) compensation of the company’s top executives and
their employment conditions, (2) all equity-based plans, (3) incentive compensation plans, policies
and programs of the company affecting executives, and (4) other significant incentive plans. The
Committee is responsible for ensuring the above compensation programs are performance-based,
properly motivate management, support overall corporate strategies and align with shareholders’
interests. The Committee is responsible for the review of senior management development and
succession plans. The Personnel Committee convened three times in 2003.
The Corporate Governance and Nomination Committee consists of three to five members of the
Board. Since March 27, 2003, the Corporate Governance and Nomination Committee has consisted
of the following three members of the Board: Mr. Paul J. Collins (Chairman), Dr. Bengt Holmstr¨ om
and Mr. Vesa Vainio.
The Corporate Governance and Nomination Committee’s purpose is (1) to prepare the proposals for
the general meetings in respect of the composition of the Board along with the director
remuneration to be approved by the shareholders, and (2) to monitor issues and practices related
to corporate governance and to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by (i) actively identifying individuals qualified to become
members of the Board, (ii) recommending to the shareholders the director nominees for election at
the Annual General Meetings, (iii) monitoring significant developments in the law and practice of
corporate governance and of the duties and responsibilities of directors of public companies,
(iv) assisting the Board and each committee of the Board in its annual performance
self-evaluation, including establishing criteria to be used in connection with such evaluation, and
(v) developing and recommending to the Board and administering the Corporate Governance
Guidelines of the company. The Corporate Governance and Nomination Committee held four
meetings in 2003.
The charters of each of the committees are available on our website, www.nokia.com.
Service Contracts of the Chairman and CEO and of the President
We have a service contract with each of Mr. Jorma Ollila and Mr. Pekka Ala-Pietil¨ a, each of an
indefinite duration. The Board has also agreed with Mr. Jorma Ollila on the continuation of his
services as CEO of Nokia through 2006.
Mr. Jorma Ollila’s contract has provisions for severance payments for up to 24 months of
compensation (both base compensation and bonus) in the event of his termination of employment
for reasons other than cause, including a change of control. As previously mentioned, Mr. Jorma
Ollila is further entitled to a full statutory pension from the date he turns 60 years of age, instead
of the statutory age of 65.
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