Nokia 2010 Annual Report Download - page 154

The current members of the Board are all nonexecutive, and the Board has determined that all of
them are independent as defined by Finnish standards. Also, the Board has determined that eight of
the Board’s nine 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 5%.
The Board has determined that all of the members of the Audit Committee, including its Chairman,
Risto Siilasmaa, are “audit committee financial experts” as defined in Item 16A of this Form 20F.
The Board held 13 meetings during 2010, majority of which were regularly scheduled meetings held
in person, complemented by meetings through conference call and other means. In addition, in 2010,
the nonexecutive directors held a meeting without management in connection with each regularly
scheduled Board meeting, as well as a number of additional meetings without management. Also, the
independent directors held one meeting separately in 2010.
Directors’ attendance at the Board meetings, including Committee meetings and, any of the meeting
format mentioned above, but excluding meetings among nonexecutive directors or independent
directors only, was as follows in 2010:
Board meetings Committee meetings
Georg Ehrnrooth (until May 6, 2010) ........................ 100% 100%
Lalita Gupte ........................................... 93% 100%
Bengt Holmstro
¨m....................................... 93% N/A
Henning Kagermann..................................... 100% 100%
OlliPekka Kallasvuo (until Sep 10, 2010) . . . ................. 100%
(1)
N/A
Per Karlsson ........................................... 85% 100%
Isabel MareySemper .................................... 85% 100%
Jorma Ollila............................................ 100% N/A
Marjorie Scardino ....................................... 100% 100%
Risto Siilasmaa ......................................... 100% 100%
Keijo Suila............................................. 100% 100%
(1)
Excluding meetings which he was excused by law.
In addition, many of the directors attended as nonvoting observers at meetings of a committee in
which they were not a member.
According to the Nokia Board Practices, the nonexecutive directors meet without management in
connection with each regularly scheduled meeting. Such sessions are chaired by the nonexecutive
Chairman of the Board. If the nonexecutive Chairman of the Board had been absent in any of the
meetings of nonexecutive directors, the nonexecutive Vice Chairman of the Board would have
chaired the meeting. In addition, the independent directors meet separately at least once annually. All
the directors attended Nokia’s Annual General Meeting held on May 6, 2010. The Finnish Corporate
Governance Code recommends attendance by the Board Chairman and a sufficient number of directors
in the general meeting of shareholders to allow the shareholders to exercise their right to present
questions to the Board and management.
The independent directors of the Board 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. For information about the members and the Chairmen for the Board of
Directors and its committees, see 6A. “Directors and Senior Management—Board of Directors” above
and “—Committees of the Board of Directors” below.
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