Nokia 2011 Annual Report Download - page 148

Proposal of the Corporate Governance and Nomination Committee for Composition of the
Board of Directors in 2012
On January 26, 2012, the Corporate Governance and Nomination Committee announced its proposal to
the Annual General Meeting convening on May 3, 2012 regarding the composition of the Board of
Directors for a one-year term from the Annual General Meeting 2012 until the close of the Annual
General Meeting 2013. The Committee will propose that the number of Board members be 11 and that
the following current Nokia Board members be re-elected as members of the Nokia Board of Directors for
a term until the close of the Annual General Meeting 2013: Stephen Elop, Henning Kagermann, Jouko
Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.
In addition, the Committee will propose that Bruce Brown, Chief Technology Officer, The Procter &
Gamble Company, Mårten Mickos, CEO of Eucalyptus Systems, Inc., and Elizabeth Nelson,
independent corporate advisor, be elected as members of the Nokia Board of Directors for the same
term until the close of the Annual General Meeting 2013.
The Committee’s aim is continually to renew the Board to ensure an efficient Board of international
professionals with a diverse mix of skills and experience. The Committee considers potential director
candidates based on the short-term and long-term needs of Nokia and the Board and may retain
search firms or advisors to identify director candidates. According to Nokia’s Articles of Association, the
Board consists of a minimum of seven and a maximum of 12 directors. Based on past experience and
the current business situation at Nokia, the Committee regards 11 as an appropriate number of
directors for the needed diversity in experiences and skills to do the Board’s work effectively.
The Chairman and the 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 26, 2012, 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, 2012 that Risto Siilasmaa 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, the Nokia Leadership Team 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.
During 2011 and subsequently, the following appointments to the Nokia Leadership Team were made:
• Jerri DeVard was appointed Executive Vice President, Chief Marketing Officer, and member of the
Nokia Leadership Team as from January 1, 2011.
• Colin Giles was appointed Executive Vice President of Sales and member of the Nokia Leadership
Team as from February 11, 2011.
• Jo Harlow was appointed Executive Vice President of Smart Devices and member of the Nokia
Leadership Team as from February 11, 2011.
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