Board of Directors

The operations of the company are managed under the direction of the Board of Directors, within the framework set by the Finnish Companies Act and our Articles of Association as well as any complementary rules of procedure as defined by the Board, such as the Corporate Governance Guidelines and related Board Committee charters.

Responsibilities of the Board of Directors

The Board represents and is accountable to the shareholders of the company. The Board's responsibilities are active, not passive, and include the responsibility regularly to evaluate the strategic direction of the company, management policies and the effectiveness with which management implements them.

The Board's responsibilities also include overseeing the structure and composition of the company's top management and monitoring legal compliance and the management of risks related to the company's operations. In doing so, the Board may set annual ranges and/or individual limits for capital expenditures, investments and divestitures and financial commitments not to be exceeded without Board approval.

In risk management policies and processes the Board’s role includes risk analysis and assessment in connection with each financial and business review, update and decision-making proposal. Risk oversight is an integral part of all Board deliberations.

The Board has the responsibility for appointing and discharging the President and the Chief Executive Officer, the Chief Financial Officer and the other members of the Nokia Leadership Team. Until September 3, 2013, Stephen Elop was the Chief Executive Officer, and also acted as President, and his rights and responsibilities included those allotted to the President under Finnish law. On September 3, 2013 Nokia announced changes to its leadership as a result of the proposed transaction whereby Nokia will sell substantially all of its Devices & Services business and licence its patents to Microsoft. These changes are designed to provide an appropriate corporate governance structure during the interim period following the announcement of this transaction. As of September 3, 2013, Risto Siilasmaa assumed an interim CEO role for Nokia while continuing to serve in his role as Chairman of the Nokia Board of Directors. As of September 3, 2013 Timo Ihamuotila became President of Nokia for the interim period while also continuing to serve as CFO.

Subject to the requirements of Finnish law, the independent directors of the Board confirm the compensation and the employment conditions of the President and CEO upon the recommendation of the Personnel Committee. The compensation and employment conditions of the other members of the Nokia Leadership Team are approved by the Personnel Committee upon the recommendation of the President and CEO.

It is the responsibility of the members of the Board 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 in 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 Board Committee also have the power to hire independent legal, financial or other advisors as they deem necessary.

The Board has three committees: Audit Committee, Corporate Governance and Nomination Committee and Personnel Committee. These assist the Board in its duties pursuant to their respective Committee Charters. The Board may, also establish ad hoc committees for detailed reviews or consideration of particular topics to be proposed for the approval of the Board.

In line with Nokia’s Corporate Governance Guidelines, the Board conducts annual performance evaluations, which also include evaluations of the Board Committees’ work, the results of which are discussed by the Board. Regarding 2012, the evaluation was conducted by an external evaluator, and the evaluation consisted of interviews with the Board members. The results of the evaluation for year 2012 were discussed by the entire Board.

Election, composition and meetings of the Board of Directors

Pursuant to the Articles of Association, Nokia Corporation has a Board of Directors composed of a minimum of seven and a maximum of 12 members. The members of the Board are elected for a term of one year at each Annual General Meeting, i.e., as 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 7, 2013 elected 10 members to the Board of Directors. The members of the Board of Directors elected by the Annual General Meeting on May 7, 2013 were Bruce Brown, Elizabeth Doherty, Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. Stephen Elop resigned from the Board of Directors effective as from September 3, 2013 after which the Board of Directors consists of 9 members.

Nokia Board’s leadership structure consists of a Chairman and Vice Chairman, elected annually by the Board and confirmed by the independent directors of the Board from among the Board members upon the recommendation of the Corporate Governance and Nomination Committee. On May 7, 2013, the independent directors of the Board elected Risto Siilasmaa as Chairman and Jouko Karvinen as Vice Chairman of the Board. The Chairman has certain specific duties as defined by Finnish standards and the Nokia Corporate Governance Guidelines. The Vice Chairman of the Board assumes the duties of the Chairman in case the Chairman is prevented from performing his duties. The Board has determined that the Vice Chairman, Jouko Karvinen, is independent as defined by Finnish standards and relevant stock exchange rules. The Board Chairman Risto Siilasmaa was determined not to be independent as defined by Finnish standards and relevant stock exchange rules due to his interim CEO role as of September 3, 2013. Nokia does not have a policy concerning the combination or separation of the roles of Chairman and President, but the Board leadership structure is dependent on the company needs, shareholder value and other relevant factors applicable from time to time, and respecting the highest corporate governance standards. In 2012, the roles were separate while Risto Siilasmaa was the Chairman of the Board and Stephen Elop was the President. Stephen Elop stepped aside as the President and CEO effective as from September 3, 2013. The roles of Chairman and President continue to be separate, as the Chief Financial Officer assumed the role of interim President as of September 3, 2013 while Risto Siilasmaa continues as the Chairman. As of September 3, 2013 the Chairman of the Board Risto Siilasmaa also assumed the role of an interim CEO.

The current members of the Board are all non-executive, except the interim CEO. The Board has determined that seven of the current eight non-executive Board members are independent as defined by Finnish standards as well as by the rules of the New York Stock Exchange. Mårten Mickos was determined not to be independent under both Finnish standards and the rules of the New York Stock Exchange due to a his position as CEO of Eucalyptus Systems, Inc. that has a business relationship with and receives revenue from Nokia Solutions and Networks. The Board Chairman Risto Siilasmaa was determined not to be independent under both Finnish standards and the rules of the New York Stock Exchange due to his position as interim CEO as of September 3, 2013.

Also in January 2013 the Board has determined that all of the members of the Audit Committee, including its Chairman, are "audit committee financial experts" within the meaning of the Sarbanes-Oxley-Act of 2002 and the subsequent regulations by the US Securities and Exchange Commission.

The Board held 17 meetings during 2012, of which approximately half were regularly scheduled meetings held in person, complemented by meetings through video or conference calls and other means. In addition, in 2012 the non-executive directors held a meeting without management in connection with each regularly scheduled Board meeting. Also, the independent directors held one meeting separately in 2012.

Directors’ attendance at the Board meetings, including Committee meetings but excluding meetings among non-executive directors or independent directors only, was as follows in 2012:

Board meetings

Audit Committee meetings

Personnel Committee meetings

Corporate Governance & Nomination Committee meetings

Bruce Brown (as of May 3, 2012)

92%

-

75%

-

Stephen Elop

100%

-

-

-

Bengt Holmström (until May 3, 2012)

80%

-

-

-

Henning Kagermann

100%

-

100%

100%

Per Karlsson (until May 3, 2012)

100%

-

100%

-

Jouko Karvinen

100%

100%

-

100% (as of May 3, 2012)

Helge Lund

94%

-

86%

-

Isabel Marey-Semper

88%

100%

-

-

Mårten Mickos (as of May 3, 2012)

100%

-

-

-

Elizabeth Nelson (as of May 3, 2012)

100%

100%

-

-

Jorma Ollila (until May 3, 2012)

100%

-

-

-

Marjorie Scardino

82%

-

43%

60%

Risto Siilasmaa

100%

100% (until May 3, 2012)

-

100%

Kari Stadigh

100%

-

100%

-

In addition, many of the directors attended as a non-voting observer meetings of a committee in which they were not a member.

According to the Nokia Board practices, before the September 3, 2013 announcement on changes to leadership, the non-executive directors met without management in connection with each regularly scheduled meeting. Such sessions were chaired by the non-executive Chairman of the Board. If the non-executive Chairman of the Board was unable to chair any of the meetings of non-executive directors, the non-executive Vice Chairman of the Board chaired the meeting. After the September 3, 2013 announcement, the directors meet without management in connection with each regularly scheduled meeting. The interim CEO attends such meetings. Such sessions are chaired by the Chairman of the Board. If the Chairman of the Board is unable to chair any of the meetings of the directors, the Vice Chairman of the Board chairs the meeting. In addition, the independent directors meet separately at least once annually. All the directors who served on the Board for the term until the close of the Annual General Meeting 2013, except for Bruce Brown, attended Nokia’s Annual General Meeting held on May 7, 2013. The Finnish Corporate Governance Code recommends attendance by the Board Chairman and a sufficient number of directors in the general meeting of shareholders to allow the shareholders to exercise their right to present questions to the Board and management.

The independent directors of the Board confirm the election of the members and Chairmen for the Board's committees from among the Board's independent directors upon the recommendation of the Corporate Governance and Nomination Committee and based on each committee's member qualification standards.

Who's on the Board?

Find out more about the people who make up the Nokia Board of Directors, including their qualifications and career experience.

Meet the Board