Nokia 2010 Annual Report Download - page 153

Chief Executive Officer upon the recommendation of the Personnel Committee. The compensation and
employment conditions of the other members of the Nokia Leadership Team 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 has three committees: Audit Committee, Corporate Governance and Nomination Committee
and Personnel Committee, assisting the Board in its duties pursuant to the respective Committee
Charter. The Board also may, and has practice to, establish ad hoc committees for a detailed review
and consideration of a particular topic to be proposed for the approval of the Board.
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 line with the past year’s
practice, in 2010, 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
oneyear term 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 6, 2010 elected the following 10 members to the Board of
Directors: 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.
OlliPekka Kallasvuo resigned from the Board of Directors as from September 10, 2010.
Nokia Board’s 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 May 6, 2010,
the independent directors of the Board elected Jorma Ollila to continue as Chairman and Dame
Marjorie Scardino to continue as Vice Chairman of the Board. The Chairman has certain specific duties
as defined by Finnish standards and the Nokia Corporate Governance Guidelines. 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 Chairman, Jorma Ollila, and the Vice Chairman,
Dame Marjorie Scardino, are independent as defined by Finnish standards and relevant stock
exchange rules.
Nokia does not have a policy concerning the combination or separation of the roles of Chairman and
Chief Executive Officer, but the Board 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. In 2010, the roles were separate and Jorma Ollila was the Chairman
of the Board and the Chief Executive Officer was OlliPekka Kallasvuo until September 20, 2010 and
Stephen Elop as from September 21, 2010. OlliPekka Kallasvuo, was a member of the Board until
September 10, 2010. The Corporate Governance and Nomination Committee will propose to the
Annual General Meeting on May 3, 2011 that the Chief Executive Officer, Stephen Elop, be elected as a
Nokia Board member. The Corporate Governance and Nomination Committee will also propose that
Jorma Ollila be reelected as Chairman of the Board after the Annual General Meeting on May 3, 2011.
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