Nokia 2006 Annual Report Download - page 100

Since March 30, 2006, the Personnel Committee has consisted of the following members of the
Board: Paul J. Collins (Chairman), Georg Ehrnrooth, Daniel R. Hesse, Edouard Michelin (until May 2006)
and Marjorie Scardino.
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 overseeing compensation philosophy and principles and ensuring the
above compensation programs are performancebased, properly motivate management, support
overall corporate strategies and are aligned with shareholders’ interests. The Committee is
responsible for the review of senior management development and succession plans. The Personnel
Committee convened three times in 2006.
The Corporate Governance and Nomination Committee consists of three to five members of the
Board who meet all applicable independence requirements of Finnish law and the rules of the stock
exchanges where Nokia shares are listed, including the Helsinki Stock Exchange and the New York
Stock Exchange. Since March 30, 2006, the Corporate Governance and Nomination Committee has
consisted of the following four members of the Board: Marjorie Scardino (Chairman), Paul J. Collins,
Per Karlsson and 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evaluations,
including establishing criteria to be used in connection with such evaluations, and (v) developing
and recommending to the Board and administering the Corporate Governance Guidelines of the
company. The Corporate Governance and Nomination Committee convened four times in 2006. One of
the meetings was held through technical equipment.
The charters of each of the committees are available on our website, www.nokia.com.
Home Country Practices
Under the New York Stock Exchange’s corporate governance listing standards, listed foreign private
issuers, like Nokia, must disclose any significant ways in which their corporate governance practices
differ from those followed by US domestic companies under the NYSE listing standards. There are no
significant differences in the corporate governance practices followed by Nokia as compared to those
followed by US domestic companies under the NYSE listing standards, except that Nokia follows the
requirements of Finnish law with respect to the approval of equity compensation plans. Under
Finnish law, stock option plans require shareholder approval at the time of their launch. All other
plans that include the delivery of company stock in the form of newly issued shares or treasury
shares require shareholder approval at the time of the delivery of the shares or, if shareholder
approval is granted through an authorization to the Board of Directors, no more than a maximum of
five years earlier. The NYSE listing standards require that equity compensation plans be approved by
a company’s shareholders.
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