Nokia 2015 Annual Report Download - page 77

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Corporate governance
NOKIA IN 2015
Board of Directors
The operations of Nokia are managed under
the direction of the Board, within the
framework set by the Finnish Companies Act
and Nokia’s Articles of Association as well as
any complementary rules of procedure as
dened by the Board, such as the Corporate
Governance Guidelines and the charters of
the Board’s committees.
Election and composition of the Board
ofDirectors
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 Board is
elected at least annually at each Annual
General Meeting with a simple majority of the
shareholders’ votes cast at the meeting. The
term of a Board member shall begin at the
closing of the general meeting at which he or
she was elected, or later as resolved by the
general meeting, and expire at the closing
ofthe following Annual General Meeting.
TheAnnual General Meeting convenes by
June30 annually.
The Annual General Meeting held on May 5,
2015 elected the following eight members
tothe Board: Vivek Badrinath, Bruce Brown,
Elizabeth Doherty, Simon Jiang, Jouko
Karvinen, Elizabeth Nelson, Risto Siilasmaa
and Kari Stadigh. Further changes to the
composition of the Board took place at
theExtraordinary General Meeting held on
December 2, 2015 due to the transaction
between Nokia and Alcatel Lucent. Elizabeth
Doherty had informed that she would
stepdown from the Board following the
completion of the initial public exchange oer
for all outstanding Alcatel Lucent securities
and the Extraordinary General Meeting
elected, based on the proposal of the Board’s
Corporate Governance and Nomination
Committee that, following the completion
ofthe initial public exchange oer for all
outstanding Alcatel Lucent securities, Louis R.
Hughes, Jean C. Monty and Olivier Piou be
elected as new members of the Board. The
changes resolved at the Extraordinary General
Meeting became eective as of January 8,
2016, after which the Board has consisted
often members.
Our Board’s leadership structure consists of
aChair and Vice Chair elected annually by the
Board, and conrmed by the independent
directors of the Board, from among the
Boardmembers upon the recommendation
ofthe Corporate Governance and Nomination
Committee. On May 5, 2015, the Board
elected Risto Siilasmaa to continue to serve as
the Chair and Jouko Karvinen as the Vice Chair
of the Board. On January 8, 2016, following
the changes to the Board composition as
resolved by the Extraordinary General Meeting
on December 2, 2016 and the completion
ofthe initial public exchange oer for all
outstanding Alcatel Lucent securities, the
Board elected Risto Siilasmaa to continue as
the Chair of the Board and Olivier Piou as the
new Vice Chair of the Board. The Chair of the
Board has certain specic duties as stipulated
by Finnish law and our Corporate Governance
Guidelines. The Vice Chair of the Board
assumes the duties of the Chair of the Board
in the event he or she is prevented from
performing his or her duties.
We do not have a policy concerning the
combination or separation of the roles of the
Chair of the Board and the President and CEO,
but the leadership structure is dependent on
the company needs, shareholder value and
other relevant factors applicable from time to
time, while respecting the highest corporate
governance standards. In 2015, Rajeev Suri
served as the President and CEO, while Risto
Siilasmaa served as the Chair of the Board.
The current members of the Board are all
non-executive. For the term of the Board
thatbegan at the Annual General Meeting in
2015, all Board member candidates were
determined to be independent under the
Finnish corporate governance standards
andthe rules of the NYSE. Further, the new
members elected at the Extraordinary
GeneralMeeting on December 2, 2015 were
determined to be independent under the
Finnish corporate governance standards
andthe rules of the NYSE.
The Board has adopted principles concerning
Board diversity describing (a) our commitment
to promote diverse Board composition and (b)
how diversity is embedded into our processes
and practices when identifying and proposing
new Board candidates as well as re-election
ofcurrent Board members.
At Nokia, board diversity consists of a number
of individual elements, including gender,
age,nationality, cultural and educational
backgrounds, skills and experience. For us
diversity is not a static concept, but rather
arelevant mix of required elements for the
Board as a whole that evolves with time based
on, among others, the relevant business
objectives and future needs of Nokia. We treat
board diversity as a means for improvement
and development rather than an end in itself.
Nokia acknowledges and supports the
resolution adopted by the Finnish
Government on February 17, 2015 on
genderequality in the boards of directors of
Finnish large and mid-cap listed companies.
Accordingly, we aim to have representation
of40 percent of both genders in our Board
ofDirectors by January 1, 2020 by proposing
a corresponding Board composition for
shareholder approval in the Annual General
Meeting of 2019, at the latest. We will report
annually the objectives relating to both
genders being represented in our Board,
themeans to achieve the objectives, and
theprogress in achieving the objectives.
Corporate governance framework
Group Leadership Team
President and CEO
Board of Directors
Audit Committee
Personnel Committee
Corporate Governance and
Nomination Committee
External
audit
Internal
audit
General Meeting of Shareholders