Published January 24, 2008 | By Nokia - Press Release
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.
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