Nokia 2012 Annual Report Download - page 162

the recommendation of the Corporate Governance and Nomination Committee. On May 3, 2012, the
independent directors of the Board elected Risto Siilasmaa as the new 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, Risto Siilasmaa, 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, respecting the highest
corporate governance standards. In 2012, the roles were separate while Risto Siilasmaa was the
Chairman of the Board and Stephen Elop was the Chief Executive Officer. The current members of the
Board are all non-executive, except the President and CEO. The Board has determined that nine of the
current ten non-executive Board members are independent as defined by Finnish standards as well as
by the rules of the New York Stock Exchange. Mårten Mickos was determined not to be independent
under both Finnish standards and the rules of the New York Stock Exchange due to his position as
CEO of Eucalyptus Systems, Inc., which has a business relationship with and receives revenue from
Nokia Siemens Networks. The executive member of the Board, President and CEO Stephen Elop, was
determined not to be independent under both Finnish standards and the New York Stock Exchange
rules.
The Board has determined that all of the members of the Audit Committee, including its Chairman,
Jouko Karvinen, are “audit committee financial experts” as defined in Item 16A of this annual report.
The Board held 17 meetings during 2012, of which approximately half were regularly scheduled
meetings held in person, complemented by meetings through video or conference calls and other
means. In addition, in 2012 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 2012.
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 2012:
Board
meetings
Audit
Committee
meetings
Personnel
Committee
meetings
Corporate Governance &
Nomination
Committee meetings
Bruce Brown (as of May 3, 2012) ........ 92% 75%
Stephen Elop ........................ 100%
Bengt Holmström (until May 3, 2012) .... 80%
Henning Kagermann .................. 100% 100% 100%
Per Karlsson (until May 3, 2012) ........ 100% 100%
Jouko Karvinen ...................... 100% 100% 100% (as of May 3, 2012)
Helge Lund .......................... 94% 86%
Isabel Marey-Semper ................. 88% 100%
Mårten Mickos (as of May 3, 2012) ...... 100%
Elizabeth Nelson (as of May 3, 2012) .... 100% 100%
Jorma Ollila (until May 3, 2012) ......... 100%
Dame Marjorie Scardino ............... 82% 43% 60%
Risto Siilasmaa ...................... 100% 100% (until May 3, 2012) 100%
Kari Stadigh ......................... 100% 100%
In addition, many of the directors attended as non-voting observers in meetings of a committee in
which they were not a member.
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