Nokia 2013 Annual Report Download - page 112

Download and view the complete annual report

Please find page 112 of the 2013 Nokia annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 146

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146

NOKIA IN 2013
110
Corporate Governance&
Board Audit Committee Personnel Committee Nomination
meetings meetings meetings Committeemeetings
Bruce Brown 91% — 78% —
Elizabeth Doherty
(as of May 7, 2013) 96% 100% — —
Stephen Elop
(until September 3, 2013) 96% — — —
Henning Kagermann 91% — 100% 100%
Jouko Karvinen 100% 100% — 100%
Helge Lund 88% — 66% 100%
Isabel Marey-Semper
(until May 7, 2013) 88% 75% — —
Mårten Mickos 100% — — —
Elizabeth Nelson 100% 92% — —
Dame Marjorie Scardino
(until May 7, 2013) 100% — 100% 100%
Risto Siilasmaa 100% — — 100%
(until September 3, 2013)
Kari Stadigh 85% — 88% —
Board Chairman Risto Siilasmaa was determined not to be
independent as defi ned by Finnish standards and the rules of
the New York Stock Exchange due to his position as interim CEO
from September , .
Nokia does not have a policy concerning the combination or
separation of the roles of the Chairman and the President and
CEO, 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  through September , , the
roles were separate while Risto Siilasmaa was the Chairman of
the Board and Stephen Elop was the President and CEO. During
the interim period after the announcement of the transaction
with Microsoft, the roles of Chairman and President continued
to be separate, as Timo Ihamuotila assumed the role of interim
President as of September ,  while Risto Siilasmaa as-
sumed the role of interim CEO and continued as the Chairman
of the Board of Directors. As part of his interim CEO role, Risto
Siilasmaa took on, among others, the responsibility of leading
the vision work, strategy process, work on the new company
structure and managing the CEO recruitment process, while
Timo Ihamuotila took on, among others, additional respon-
sibilities for matters related to the closing of the Sale of D&S
Business transaction. Following the new strategy announce-
ment, Rajeev Suri was appointed as the President and CEO
eff ective as from May , , while Risto Siilasmaa continues
as the Chairman of the Board.
The current members of the Board are all non-executive,
except the interim CEO. The Board has determined that
seven of the current eight non-executive Board members
are independent as defi ned 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 stand-
ards and the rules of the New York Stock Exchange due to a his
position as CEO of Eucalyptus Systems, Inc. that has a busi-
ness relationship with and receives revenue from Networks.
The Board Chairman Risto Siilasmaa was determined not to be
independent under Finnish standards and the rules of the New
York Stock Exchange due to his position as interim CEO from
September , .
Meetings of the Board of Directors
The Board held  meetings, during  and if committee
meetings are included, the total number of meetings was more
than . Of these meetings approximately third were regularly
scheduled meetings held in person, complemented by meet-
ings through video or conference calls and other means. In
addition, in  the non-executive directors held a meeting
regularly without management in connection with scheduled
Board meetings. Also, the independent directors held one
meeting separately in .
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 :