Nokia 2015 Annual Report Download - page 83

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Corporate governance
NOKIA IN 2015
The Corporate Governance and Nomination
Committee held seven meetings in 2015.
Theaverage attendance at the meetings
was96.3%. Additionally, any director who so
wishes may attend meetings of the Corporate
Governance and Nomination Committee
asanon-voting observer.
The Personnel Committee consists of a
minimum of three members of the Board
whomeet all applicable independence
requirements as stipulated by Finnish law and
the rules of Nasdaq Helsinki and the NYSE.
Asof May 5, 2015, the Personnel Committee
consisted of the following three members of
the Board: Bruce Brown (Chair), Simon Jiang
and Kari Stadigh. As of January 8, 2016,
following the completion of the initial oer
period of the public exchange oer for all
outstanding Alcatel Lucent securities, the
Personnel Committee has consisted of the
following four members of the Board: Bruce
Brown (Chair), Simon Jiang, Olivier Piou and
Kari Stadigh.
The primary purpose of the Personnel
Committee is to oversee the personnel-related
policies and practices at Nokia, as described
inthe Committee charter. It assists the
Boardin discharging its responsibilities in
relation to all compensation, including equity
compensation, of the company’s executives
and their terms of employment. The
Committee has overall responsibility
forevaluating, resolving and making
recommendations to the Board regarding:
(1)compensation of the company’s top
executives and their terms of employment;
(2)all equity-based plans;
(3) incentive compensation plans, policies
and programs ofthe company aecting
executives; and
(4)other signicant incentive plans. The
Committee is responsible for overseeing
compensation philosophy and principles
and ensuring the above compensation
programs are performance-based, designed
to contribute to the long-term shareholder
value creation and alignment to shareholders’
interests, properly motivate management,
and support overall corporate strategies.
The Committee is responsible for the review
of senior management development and
succession plans.
The Personnel Committee held seven meetings
in 2015. The average attendance at the
meetings was 81.5%. Additionally, any director
who so wishes may attend meetings of the
Personnel Committee as a non-voting observer.
Nokia Group Leadership Team and the
President and CEO
Nokia has a Group Leadership Team that is
responsible for the operative management of
Nokia. The Chair and members of the Group
Leadership Team are appointed by the Board.
The Group Leadership Team is chaired by the
President and CEO. The President and CEO’s
rights and responsibilities include those
allotted to the President under Finnish law.