Nokia 2008 Annual Report Download - page 113

Executive Board are approved by the Personnel Committee upon the recommendation of the Chief
Executive Officer.
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 in 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. The Board and each Board Committee also have the power to hire independent legal, financial
or other advisors as they deem necessary.
The Board conducts annual performance selfevaluations, which also include evaluations of the Board
Committees’ work, the results of which are discussed by the Board. In 2008, the selfevaluation
process consisted of a questionnaire and a onetoone discussion between the Chairman and each
director, followed by a discussion by the entire Board of the outcome of the evaluation, possible
measures to be taken, as well as measures taken based on the Board’s selfevaluation of the previous
year.
Pursuant to the Articles of Association, Nokia Corporation has a Board of Directors composed of a
minimum of seven and a maximum of 12 members. The members of the Board are elected for a term
of one year at each Annual General Meeting, i.e., as from the close of that Annual General Meeting
until the close of the following Annual General Meeting, which convenes each year by June 30. The
Annual General Meeting held on May 8, 2008 elected ten members to the Board of Directors. The
members of the Board of Directors elected by the Annual General Meeting in 2008 are Georg
Ehrnrooth, Lalita D. Gupte, Dr. Bengt Holmstro
¨m, Dr. Henning Kagermann, OlliPekka Kallasvuo, Per
Karlsson, Jorma Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila.
Subject to the requirements of Finnish law, the independent directors of the Board elect the Chairman
and the Vice Chairman from among the Board members upon the recommendation of the Corporate
Governance and Nomination Committee. On May 8, 2008, the independent directors of the Board
elected that Jorma Ollila should continue to act as Chairman and that Marjorie Scardino should
continue to act as Vice Chairman of the Board. The independent directors of the Board also confirm
the election of the members and Chairmen for the Board’s Committees from among the Board’s
independent directors upon the recommendation of the Corporate Governance and Nomination
Committee and based on each committee’s member qualification standards. For information about
the members and the Chairmen for the Board of Directors and its Committees, see 6A. “Directors and
Senior Management—Board of Directors” above and “—Committees of the Board of Directors” below.
The current members of the Board are all nonexecutive, except the President and CEO who is also a
member of the Board. In January 2009, the Board determined that the nonexecutive Board members
are all independent as defined under Finnish rules, except the Chairman of the Board, Jorma Ollila.
Also, the Board determined that seven of the Board’s ten members are “independent directors”, as
defined in the New York Stock Exchange’s Listed Company Manual. In addition to the Chairman of the
Board and the President and CEO, Bengt Holmstro
¨m was determined not to be independent under the
NYSE standards due to a family relationship with an executive officer of a Nokia supplier of whose
consolidated gross revenue from Nokia accounts for an amount that exceeds the limit provided in the
NYSE standards, but that is less than 4%. The executive member of the Board, OlliPekka Kallasvuo,
President and CEO, was determined not independent under both Finnish rules and the NYSE standards.
The Chairman of the Board, Jorma Ollila, who was the Chairman and CEO until June 1, 2006, will be
independent as from June 1, 2009, in accordance with both Finnish rules and the NYSE standards.
The Board has determined that the majority of the members of the Audit Committee, including its
Chairman, Georg Ehrnrooth, are “audit committee financial experts” as defined in Item 16A of
Form 20F.
The Board held 11 meetings during 2008. The average ratio of attendance at the meetings was 98%
and all directors attended more than 90% of the meetings of the Board. The nonexecutive directors
meet without management at regularly scheduled sessions twice a year and at such other times as
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