Nokia 2007 Annual Report Download - page 111

Committee. The compensation and employment conditions of the other members of the Group
Executive Board are approved by the Personnel Committee upon the recommendation of the Chief
Executive Officer.
The basic responsibility of the members of the Board is to act in good faith and with due care so as
to exercise their business judgment on an informed basis in what they reasonably and honestly
believe to be the best interests of the company and its shareholders. In discharging that obligation,
the directors must inform themselves of all relevant information reasonably available to them. The
Board and each Committee also have the power to hire independent legal, financial or other advisors
as they deem necessary. The Board conducts annual performance selfevaluations, which also include
evaluations of the Committees’ work, the results of which are discussed by the Board.
Pursuant to the articles of association, Nokia Corporation has a Board of Directors composed of a
minimum of seven and a maximum of twelve members. The members of the Board are elected for a
term of one year at each Annual General Meeting, i.e., from the close of that Annual General Meeting
until the close of the following Annual General Meeting, which convenes each year by June 30. The
Annual General Meeting held on May 3, 2007 elected eleven members to the Board of Directors. One
member, Daniel R. Hesse, resigned from the Board in December 2007 as a result of which the Board
consisted of ten members on December 31, 2007.
The Board elects a Chair and a Vice Chair from among its members for a oneyear term. On May 3,
2007, the Board resolved that Jorma Ollila should continue to act as Chair and that Marjorie Scardino
shall act as Vice Chair of the Board. The Board also appoints the members and the chairpersons for its
Committees from among its nonexecutive, independent members for a oneyear term. For informa
tion about the members and the chairpersons for Board’s Committees, see “—Committees of the
Board of Directors” below.
The current members of the Board are all nonexecutive, except the President and Chief Executive
Officer who is also a member of the Board. The nonexecutive Board members are all independent as
defined under Finnish rules and regulations, except the Chairman of the Board who acted as Chairman
and Chief Executive Officer until June 1, 2006. In January 2008, the Board determined that seven of
the Board’s ten members are independent, as defined in the New York Stock Exchange’s corporate
governance listing standards, as amended in November 2004. In addition to the Chairman of the
Board and the President and Chief Executive Officer, Bengt Holmstro
¨m was determined not to be
independent under the NYSE standards due to a family relationship with an executive officer of a
Nokia supplier of whose consolidated gross revenue from Nokia accounts for an amount that exceeds
the limit provided in the NYSE listing standards, but that is less than 5%. Also in January 2008, the
Board determined that Georg Ehrnrooth, Chairman of the Audit Committee, was a financial expert
within the meaning of the SarbanesOxley Act of 2002 and the subsequent regulations by the US
Securities and Exchange Commission.
The Board convened twelve times during 2007. Six of the meetings were held through technical
equipment. The average ratio of attendance at the meetings was 94%. The nonexecutive directors
meet without management at regularly scheduled sessions twice a year and at such other times as
they deem appropriate, in practice in connection with each regularly scheduled meeting in 2007. Such
sessions were chaired by the nonexecutive Chairman of the Board or, in his absence, the non
executive Vice Chair of the Board. In addition, the independent directors meet separately at least once
annually.
The Corporate Governance Guidelines concerning the directors’ responsibilities, the composition and
selection of the Board, Board committees and certain other matters relating to corporate governance
are available on our website,
www.nokia.com. We also have a company Code of Conduct which is
equally applicable to all of our employees, directors and management and is accessible on our
website,
www.nokia.com. As well, we have a Code of Ethics for the Principal Executive Officers and
the Senior Financial Officers. For more information about our Code of Ethics, see “Item 16.B. Code of
Ethics.”
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