Nokia Board Corporate Governance and Nomination Committee presents proposals for
Composition of and Remuneration to the Board of Directors
Espoo, Finland - The Nokia Board Corporate Governance and Nomination Committee
will propose to the Annual General Meeting on May 8, 2008 that the number of
Board members remain at ten, and that the following current Board members be
re-elected as members of the Nokia Board of Directors for a term until the close
of the Annual General Meeting in 2009: Georg Ehrnrooth, Lalita D. Gupte, Bengt
Holmström, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila,
Marjorie Scardino and Keijo Suila.
Mr. Vesa Vainio, member of the Nokia Board since 1993, has informed the
Committee that he will not stand for re-election to the Board of Directors at
the Annual General Meeting 2008. During his membership in the Nokia Board of
Directors over the past 15 years, Mr. Vainio has been a member of the Personnel
Committee during 1997-2005, member of the Corporate Governance and Nomination
Committee during 2001-2006, and most recently as member of the Audit Committee
since 2005.
The Committee will propose that Risto Siilasmaa be elected as a new member of
the Nokia Board for the term from the Annual General Meeting in 2008 until the
close of the Annual General Meeting in 2009. Mr. Siilasmaa, 41, is a founder of
F-Secure Corporation, which provides security services protecting consumers and
businesses against computer viruses and other threats from the Internet and
mobile networks. He was the President and CEO of F-Secure Corporation during
1999-2006. Currently, Mr. Siilasmaa is the Chairman of the Board of Directors of
F-Secure Corporation, a Board member in Elisa Corporation, and a Board Chair or
Board member in some private companies. He is also Vice Chairman of the Board of
the Federation of Finnish Technology Industries.
The Nokia Board Corporate Governance and Nomination Committee will also propose
to the Annual General Meeting on May 8, 2008 that the annual fee payable to the
Board members elected at the same meeting for the term until the close of the
Annual General Meeting in 2009 be unchanged from 2007: EUR 150 000 for the Vice
Chairman, and EUR 130 000 for each member; for the Chairman of the Audit
Committee and the Chairman of the Personnel Committee an additional annual fee
of EUR 25 000; and for each member of the Audit Committee an additional annual
fee of EUR 10 000. Further, the Corporate Governance and Nomination Committee
will propose that approximately 40% of the remuneration be paid in Nokia
Corporation shares purchased from the market. The Committee will also propose an
increase in the remuneration paid to the Chairman to EUR 440 000, a rise from
the remuneration approved for 2006 and 2007 of EUR 375 000.
As background to the proposals on the Board composition and remuneration, the
Nokia Board Corporate Governance and Nomination Committee's aim is that the
Company has an efficient Board consisting of world-class professionals
representing an appropriate and diverse mix of skills and experience. A
competitive Board remuneration contributes to the achievement of this target.
The Committee searches for potential director candidates based on the short-term
and long-term needs of the Company and its Board, and may also retain search
firms or advisors to identify director candidates. It is the Committee's policy
to review and compare the level of board remuneration paid in other global
companies with net sales and business complexity comparable to that of Nokia. It
is also the Company's policy that a significant portion of director compensation
be paid in the form of Company stock purchased from the market.
The proposals above will be included in the notice to the Annual General Meeting
which will be published later.
Media Enquiries:
Nokia
Communications
Tel. +358 7180 34900
Email: press.office@nokia.com
www.nokia.com
Nokia Board Corporate Governance and Nomination Committee presents proposals for Composition of and Remuneration to the Board of Directors
| Source: Nokia