Nokia 2004 Annual Report Download - page 92

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 25, 2004, the Board has consisted of eight 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 2005, the Board determined that six members of the Board are independent, as defined in
the New York Stock Exchange’s corporate governance listing standards, as amended in
November 2004. 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
2004, three of the meetings were held in the form of a conference call, and the average ratio of
attendance at the meetings was 100%. The non-executive directors meet without executive
directors twice a year, or more often as they deem appropriate. Such sessions are presided over by
the Vice Chairman of the Board or, in his absence, the most senior non-executive member of the
Board. In addition, the independent directors meet separately at least annually. 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 25, 2004 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.
Under Finnish law, if the roles of the Chairman and the Chief Executive Officer are combined, the
company must have a President. The responsibilities of the President are defined in the Finnish
Companies Act and other relevant legislation along with any additional guidance and instructions
given from time to time by the Board and the Chief Executive Officer. The responsibilities of the
Chief Executive Officer are determined by the Board.
The Board and each of its committees conducts annual performance self-evaluations, the results of
which are discussed in the committees, respectively, and in the full Board. The Corporate
Governance Guidelines concerning the directors’ responsibilities, the composition and selection of
the Board, Board committees and certain other matters relating to corporate governance are
available on our website, www.nokia.com.
We also have a company Code of Conduct which is equally applicable to all of our employees,
directors and management and is accessible at our website, www.nokia.com. As well, we have a
Code of Ethics for the Principal Executive Officers and the Senior Financial Officers. For more
information about our Code of Ethics, see ‘‘Item 16B. Code of Ethics.’’
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