Nokia 2009 Annual Report Download - page 139

those allotted to the President under Finnish law. Subject to the requirements of Finnish law, the
independent directors of the Board confirm the compensation and the employment conditions of the
Chief Executive Officer 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 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 2009, the selfevaluation
process consisted of a questionnaire, a onetoone discussion between the Chairman and each
director and 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. In
addition, performance of the Board Chairman was evaluated in a process led by the Vice Chairman.
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 April 23, 2009 elected 11 members to the Board of Directors. The
members of the Board of Directors elected by the Annual General Meeting in 2009 are Georg
Ehrnrooth, Lalita D. Gupte, Dr. Bengt Holmstro
¨m, Prof. Dr. Henning Kagermann, OlliPekka Kallasvuo,
Per Karlsson, Jorma Ollila, Dame Marjorie Scardino, Isabel MareySemper, Risto Siilasmaa and Keijo
Suila.
Nokia’s Board leadership structure consists of a Chairman and Vice Chairman, annually elected by the
Board and confirmed by the independent directors of the Board from among the Board members
upon the recommendation of the Corporate Governance and Nomination Committee. On April 23,
2009, the independent directors of the Board elected Jorma Ollila to continue to act as Chairman and
Dame Marjorie Scardino to continue to act as Vice Chairman of the Board. The Chairman has certain
specific duties as defined by Finnish standards and the Nokia Corporate Governance Guidelines. The
Board has determined that Nokia Board Chairman, Mr. Ollila, is independent as defined by Finnish
standards, and also under the New York Stock Exchange rules since June 1, 2009. The Vice Chairman
of the Board shall assume the duties of the Chairman in case the Chairman is prevented from
performing his duties. The Board has determined that Nokia Board Vice Chairman, Dame Marjorie
Scardino, is also independent as defined by Finnish standards and relevant stock exchange rules and
has been independent since being appointed Vice Chairman in 2007. The Chief Executive Officer is
currently a member of the Board. Nokia does not have a policy concerning the combination or
separation of the roles of Chairman and Chief Executive Officer, but the leadership structure is
dependent on the company needs, shareholder value and other relevant factors applicable from time
to time, and respecting the highest corporate governance standards.
The current members of the Board are all nonexecutive, except the President and CEO who is an
executive member of the Board. The Board has determined that all ten nonexecutive Board members
are independent as defined by Finnish standards. Also, the Board has determined that nine of the
Board’s ten nonexecutive members are independent directors as defined by the rules of the
New York Stock Exchange. Dr. Bengt Holmstro
¨m was determined not to be independent under the
rules of the New York Stock Exchange 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 New York Stock Exchange rules, but that is less than 8%. The executive member
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