Nokia 2007 Annual Report Download - page 113

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 2007.
For further information on the activities of the Personnel Committee, see “6.B Compensation —
Executive Compensation.”
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 May 3, 2007, the Corporate Governance and Nomination Committee has
consisted of the following three members of the Board: Marjorie Scardino (Chair), Georg Ehrnrooth
and Per Karlsson.
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 and the director remuneration to be
approved by the shareholders, and (2) to monitor issues and practices related to corporate gover
nance 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 our Corporate Governance Guidelines.
The Corporate Governance and Nomination Committee convened four times in 2007. 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.
Nokia’s corporate governance practices also comply with the Corporate Governance Recommendation
for Listed Companies approved by the Helsinki Stock Exchange in December 2003 effective as of July 1,
2004.
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