Nokia 2012 Annual Report Download - page 165

sustainability of the company, properly motivate management, support overall corporate strategies and
are aligned with shareholders’ interests. The Committee is responsible for the review of senior
management development and succession plans.
The Personnel Committee had 7 meetings in 2012. The average attendance at the meetings was 86%.
In addition, any directors who wish to may attend Personnel Committee meetings as non-voting
observers.
For further information on the activities of the Personnel Committee, see Item 6B.
“Compensation—Executive Compensation.”
The Corporate Governance and Nomination Committee consists of three to five members of the
Board who meet all applicable independence requirements of Finnish law and the rules of the stock
exchanges where Nokia shares are listed, i.e. NASDAQ OMX Helsinki and the New York Stock
Exchange. Since May 3, 2012, the Corporate Governance and Nomination Committee has consisted of
the following four members of the Board: Risto Siilasmaa (Chairman), Henning Kagermann, Jouko
Karvinen and Dame Marjorie Scardino.
The Corporate Governance and Nomination Committee’s purpose is (1) to prepare the proposals for
the general meetings in respect of the composition of the Board and the director remuneration to be
approved by the shareholders and (2) to monitor issues and practices related to corporate governance
and to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by (i) actively identifying individuals qualified to become
members of the Board and considering and evaluating the appropriate level and structure of director
remuneration, (ii) proposing to the shareholders the director nominees for election at the Annual
General Meetings as well as the director remuneration, (iii) monitoring significant developments in the
law and practice of corporate governance and of the duties and responsibilities of directors of public
companies, (iv) assisting the Board and each Committee of the Board in its annual performance self-
evaluations, including establishing criteria to be used in connection with such evaluations,
(v) developing and recommending to the Board and administering our Corporate Governance
Guidelines, and (vi) reviewing the company’s disclosure in the Corporate Governance Statement
published in Nokia’s Finnish annual report.
The Committee has the power to retain search firms or advisors to identify candidates. The Committee
may also retain counsel or other advisors, as it deems appropriate. The Committee has the sole
authority to retain or terminate such search firms or advisors and to review and approve such search
firm or advisor’s fees and other retention terms. It is the Committee’s practice to retain a search firm to
identify new director candidates.
The Corporate Governance and Nomination Committee had 5 meetings in 2012. The average
attendance at the meetings was 90%. In addition, any directors who wish to may attend Corporate
Governance and Nomination Committee meetings as non-voting observers.
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