Nokia 2009 Annual Report Download - page 142

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 had four meetings in 2009. The average ratio of attendance at the
meetings was 94%. Three members of the Committee attended 100% of the Committee meetings and
one member attended 75% of the meetings. In addition, any directors who wish to may attend
Personnel Committee meetings as nonvoting observers.
For further information on the activities of the Personnel Committee, see Item 6B. “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 NASDAQ OMX Helsinki and the New York Stock
Exchange. Since April 23, 2009, the Corporate Governance and Nomination Committee consists of the
following three members of the Board: Dame Marjorie Scardino (Chairman), 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 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) proposing 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, (v) developing and
recommending to the Board and administering our Corporate Governance Guidelines, and
(vi) reviewing the company’s disclosure in the Corporate Governance Statement.
The Committee has the power to retain search firms or advisors to identify candidates. The
Committee may also retain counsel or other advisors, as it deems appropriate. The Committee has
sole authority to retain or terminate such search firms or advisors and to review and approve such
search firm or advisor’s fees and other retention terms. It is the Committee’s practice to retain a
search firm to identify director candidates each time a new director candidates is searched for.
The Corporate Governance and Nomination Committee had three meetings in 2009. The attendance at
all meetings was 100%. In addition, any directors who wish to may attend Corporate Governance and
Nomination Committee meetings as nonvoting observers.
The charters of each of the committees are available on our website,
www.nokia.com.
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