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Corporate Social Responsibility
News
3.06.2007 - 11:59pm ET
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Nokia Board Corporate Governance and Nomination Committee presents proposals for Composition of and Remuneration to the Board of Directors
(CSRwire) ESPOO, FINLAND - Mr. Paul J. Collins, Vice Chairman of the Nokia Board, has
reached the Nokia Board's retirement age of 70 years, and therefore will
not stand for re-election to the Board of Directors of Nokia Corporation.
He has been a member of the Nokia Board since 1998, and Vice Chairman of
the Board as well as Chairman of the Personnel Committee since 2000.
The Nokia Board Corporate Governance and Nomination Committee will propose
to the Annual General Meeting on May 3, 2007 that the number of Board
members be eleven. Nokia announced on January 25, 2007 that the Board of
Directors will propose to the Annual General Meeting that the articles of
association be amended to increase the maximum number of Board members
allowed by the articles from ten to twelve.
The Committee will propose that the following persons be re-elected for a
term until the close of the Annual General Meeting in 2008: Georg
Ehrnrooth, Daniel R. Hesse, Dr. Bengt Holmström, Per Karlsson, Jorma
Ollila, Dame Marjorie Scardino, Keijo Suila and Vesa Vainio.
Moreover, the Committee will propose that Lalita D. Gupte, Prof. Dr.
Henning Kagermann, and Olli-Pekka Kallasvuo be elected as new members of
the Nokia Board for the term from the Annual General Meeting in 2007 until
the close of the Annual General Meeting in 2008. Ms. Gupte is former Joint
Managing Director of ICICI Bank Limited, the second-largest bank in India,
and currently non-executive Chairman of the ICICI Venture Funds Management
Co Ltd. She is also member of the Board of Directors of Bharat Forge Ltd,
Firstsource Solutions Ltd and Kirloskar Brothers Ltd. Dr. Kagermann is CEO
and Chairman of the Executive Board of SAP AG, the world's leading provider
of business software, headquartered in Germany. He is also member of the
Supervisory Board of Deutsche Bank AG and Münchener
Rückversicherungs-Gesellschaft AG (Munich Re). Olli-Pekka Kallasvuo is
President and CEO of Nokia Corporation, and he is also member of the Board
of Directors of EMC Corporation.
In addition, the Nokia Board Corporate Governance and Nomination Committee
will propose to the Annual General Meeting on May 3, 2007 that the annual
fee payable to the Board members to be elected at the same meeting for the
term until the close of the Annual General Meeting in 2008, be as follows:
EUR 375 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR
130 000 for each member. In addition, the Committee will propose that the
Chairman of the Audit Committee and the Chairman of the Personnel
Committee will each receive an additional annual fee of EUR 25 000, and
each member of the Audit Committee an additional annual fee of EUR 10 000.
The proposal includes an increase to the remuneration of the Vice Chairman
of the Board, amounting to EUR 137 500 in 2006 and 2005, and each Board
member, amounting to EUR 110 000 in 2006 and 2005, without any change to
the remuneration of the Board Chairman or the annual additional fees of
the Committee chairmen or Committee members. Further, the Committee will
propose that approximately 40% of the remuneration be paid in Nokia
Corporation shares purchased from the market.
When preparing the proposal for Board remuneration, it is the Nokia Board
Corporate Governance and Nomination 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. The
Committee's aim is that the Company had 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. Further, it is the company's policy that a
significant portion of director compensation be in the form of company
stock.
The proposals above will be included in the notice to the Annual General
Meeting which will be published later.
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