Nokia 2011 Annual Report Download - page 172

The current members of the Board are all non-executive, except the President and CEO, who is an
executive member of the Board. The Board has determined that all ten non-executive Board members
are independent as defined by Finnish standards. Also, the Board has determined that nine of the
Board’s ten non-executive members are independent directors as defined by the rules of the New York
Stock Exchange. Bengt Holmström 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 whose
consolidated gross revenue from Nokia accounts for an amount that exceeds the limit provided in the
New York Stock Exchange corporate governance standards, but that is less than 4%.
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 annual report.
The Board held 19 meetings during 2011, the majority of which were regularly scheduled meetings held
in person, complemented by meetings through conference call and other means. In addition, in 2011 the
non-executive directors held a meeting without management in connection with each regularly scheduled
Board meeting. Also, the independent directors held one meeting separately in 2011.
Directors’ attendance at the Board meetings, including Committee meetings, but excluding meetings
among the non-executive directors or independent directors only, was as follows in 2011:
Board
meetings
Audit
Committee
meetings
Personnel
Committee
meetings
Corporate Governance &
Nomination
Committee meetings
Stephen Elop (as of May 3, 2011) ......... 100% N/A N/A N/A
Lalita Gupte (until May 3, 2011) ........... 100% 100% N/A N/A
Bengt Holmström ....................... 95% N/A N/A N/A
Henning Kagermann .................... 95% N/A 100% 100%
Per Karlsson ........................... 10%
(1) N/A 20%(1) 0% (until May 3, 2011)(1)
Jouko Karvinen (as of May 3, 2011) ........ 100% 100% N/A N/A
Helge Lund (as of May 3, 2011) ........... 100% N/A 67% N/A
Isabel Marey-Semper ................... 90% 100% N/A N/A
Jorma Ollila ............................ 100% N/A N/A N/A
Marjorie Scardino ....................... 85% N/A 80% 100%
Risto Siilasmaa ......................... 100% 100% N/A 100%
Kari Stadigh (as of May 3, 2011) .......... 100% N/A 100% N/A
Keijo Suila (until May 3, 2011) ............ 84% N/A N/A N/A
(1) Per Karlsson was absent from the Board and Committee meetings in 2011 due to illness requiring
medication and hospitalization. After recovering he was able to rejoin the Board and Committee
meetings as from November 2011.
In addition, many of the directors attended as non-voting observers 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 is unable to chair any of the
meetings of non-executive directors, the non-executive Vice Chairman of the Board chairs the meeting.
In addition, the independent directors meet separately at least once annually. All the directors who
served on the Board for the term until the close of the Annual General Meeting 2011, except for Per
Karlsson, attended Nokia’s Annual General Meeting held on May 3, 2011. 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.
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