Nokia 2010 Annual Report Download - page 128

11 and that the following current Nokia Board members be reelected as members of the Nokia Board
of Directors for a oneyear term ending at the close of the Annual General Meeting in 2012: Dr. Bengt
Holmstro
¨m, Prof. Dr. Henning Kagermann, Per Karlsson, Isabel MareySemper, Jorma Ollila, Dame
Marjorie Scardino, and Risto Siilasmaa.
In addition, the Committee will propose that Jouko Karvinen, CEO of Stora Enso Oyj, Helge Lund,
President and CEO of Statoil Group, and Kari Stadigh, Group CEO and President of Sampo plc, be
elected as members of the Nokia Board of Directors for the same oneyear term ending at the close of
the Annual General Meeting in 2012. The Committee will also propose the election of Stephen Elop,
President and CEO of Nokia Corporation, to the Nokia Board of Directors for the same oneyear term.
The Committee’s aim is to ensure that the Company has an efficient Board of worldclass
professionals representing an appropriate and diverse mix of skills and experience. The Committee
also promotes a regular renewal of the Board composition, along with the renewal of the Company
and its business. The Committee considers potential director candidates based on the shortterm and
longterm needs of the Company and the Board, and may retain search firms or advisors to identify
director candidates. According to the Company’s Articles of Association, the Board consists of a
minimum of seven and a maximum of 12 directors. Based on the past experience and considering the
current business situation at the Company, the Committee regards 11 as an appropriate number of
directors allowing the needed diversity in experiences and skills as well as efficient ways of working.
The Chairman and a Vice Chairman are elected by the new 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. 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 27, 2011, the Corporate Governance and Nomination Committee announced that it will
propose in the assembly meeting of the new Board of Directors after the Annual General Meeting on
May 3, 2011 that Jorma Ollila be elected as Chairman of the Board and Dame Marjorie Scardino as Vice
Chairman of the Board.
Nokia Leadership Team
According to our Articles of Association, we have a Nokia Leadership Team (the Group Executive Board
until February 11, 2011) that is responsible for the operative management of the company. The
Chairman and members of the Nokia Leadership Team are appointed by the Board of Directors. Only
the Chairman of the Nokia Leadership Team, the Chief Executive Officer, can be a member of both the
Board of Directors and the Nokia Leadership Team.
On September 10, 2010, we announced that the Nokia Board of Directors had appointed Stephen Elop
President and Chief Executive Officer of Nokia as from September 21, 2010. OlliPekka Kallasvuo left
the position as President and Chief Executive Officer of Nokia as from September 20, 2010.
During 2010 and subsequently, we announced the following changes in the members of the Nokia
Leadership Team:
• Hallstein Moerk, formerly Executive Vice President of Human Resources, resigned from the Group
Executive Board effective March 31, 2010, Thereafter, Mr. Moerk served as Executive Advisor for
Nokia until his retirement at the end of September 2010.
• Juha A
¨kra
¨s was appointed Executive Vice President of Human Resources and member of the Group
Executive Board effective April 1, 2010.
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