Nokia 2011 Annual Report Download - page 171

The Board has the responsibility for appointing and discharging the Chief Executive Officer, the Chief
Financial Officer and the other members of the Nokia Leadership Team. The Chief Executive Officer,
who is separate from Chairman, also acts as President, and his rights and responsibilities include
those allotted to the President under Finnish law. Subject to the requirements of Finnish law, the
independent directors of the Board confirm the compensation and the employment conditions of the
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.
It is the responsibility of the members of the Board 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. These assist the Board in its duties pursuant to their respective committee
charters. The Board may also establish ad hoc committees for detailed reviews or consideration of
particular topics 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 past years’ practice, in
2011, 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 3, 2011 elected the following 11 members to the Board of
Directors: Stephen Elop, Bengt Holmström, Henning Kagermann, Per Karlsson, Jouko Karvinen, Helge
Lund, Isabel Marey-Semper, Jorma Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.
Nokia Board’s leadership structure consists of a Chairman and Vice Chairman, elected annually 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 3, 2011, 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
assumes 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 2011, the roles were separate and Jorma Ollila was the Chairman
of the Board and the Chief Executive Officer was Stephen Elop.
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