Nokia 2008 Annual Report Download - page 94

international aviation and air transportation associations
19992005. Holder of various executive positions, including
Vice Chairman and Executive Vice President, at Huhtama
¨ki Oyj,
Leaf Group and Leaf Europe 19851998.
Chairman of the Boards of Directors of Solidium Oy and The
Finnish Fair Corporation. Vice Chairman of the Board of
Directors of Kesko Corporation.
Vesa Vainio, member of the Board since 1993, served as a member of the Board of Directors until the
Annual General Meeting on May 8, 2008, but did not stand for reelection.
Proposal of the Corporate Governance and Nomination Committee for Composition of the
Board of Directors
On January 22, 2009, the Corporate Governance and Nomination Committee announced its proposal to
the Annual General Meeting convening on April 23, 2009 regarding the composition of the Board of
Directors for a oneyear term as from the Annual General Meeting in 2009 until the close of the
Annual General Meeting in 2010. The Committee will propose to the Annual General Meeting that the
number of Board members be 11 and that all current Board members be reelected: Georg Ehrnrooth,
Lalita D. Gupte, Bengt Holmstro
¨m, Henning Kagermann, OlliPekka Kallasvuo, Per Karlsson, Jorma Ollila,
Marjorie Scardino, Risto Siilasmaa and Keijo Suila. Moreover, the Committee will propose that Isabel
MareySemper be elected as a new member of the Board for the same term as from the Annual
General Meeting in 2009 until the close of the Annual General Meeting in 2010. Isabel MareySemper
is Chief Financial Officer, EVP responsible for Strategy at PSA Peugeot Citroën.
Subject to the requirements of Finnish law, the independent directors of the new Board will elect a
Chairman and a Vice Chairman from among the Board members upon the recommendation of the
Corporate Governance and Nomination Committee. The independent directors of the new Board will
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. These
elections will take place at the Board’s assembly meeting following the Annual General Meeting.
On January 22, 2009, the Corporate Governance and Nomination Committee announced that it will
propose at the assembly meeting of the new Board of Directors after the Annual General Meeting on
April 23, 2009 that Jorma Ollila be elected as Chairman of the Board and Dame Marjorie Scardino as
Vice Chairman of the Board.
Group Executive Board
According to our Articles of Association, we have a Group Executive Board that is responsible for the
operative management of the Group. The Chairman and members of the Group Executive Board are
appointed by the Board of Directors. Only the Chairman of the Group Executive Board can be a
member of both the Board of Directors and the Group Executive Board.
Veli Sundba
¨ck, Executive Vice President, Corporate Relations and Responsibility resigned from the
Group Executive Board as of December 31, 2008 and Mr. Sundba
¨ck will continue in Nokia as an
executive advisor until his retirement on May 31, 2009. Esko Aho, Executive Vice President, Corporate
Relations and Responsibility, was appointed as a member of the Group Executive Board as of
January 1, 2009.
The current members of our Group Executive Board are set forth below.
Chairman OlliPekka Kallasvuo,
b. 1953
President and CEO of Nokia Corporation.
Group Executive Board member since 1990, Chairman since 2006.
With Nokia 19801981, rejoined 1982.
LL.M. (University of Helsinki).
93