1 (3) Proposal by the Corporate
1 (3) PROPOSAL BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS Henning Kagermann and Helge Lund have informed the Corporate Governance and Nomination Committee that they will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Mr. Kagermann has been a Nokia Board member since 2007 and Mr. Lund since 2011. The Committee proposes to the Annual General Meeting that the number of Board members be nine (9), consistent with the provisions of the Company’s Articles of Association. Based on past experience and the current business situation at the Company, the Committee regards nine as an appropriate number of directors for the needed diversity in experience and skills to perform the Board’s work effectively. The Committee proposes 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 2015: Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. In addition, the Committee proposes that Vivek Badrinath, who is Deputy CEO of Accor, and Dennis Strigl, who is Retired CEO of Verizon Wireless and Author and Consultant, be elected as a member of the Nokia Board of Directors for a term until the close of the Annual General Meeting 2015. All Board member candidates have been determined to be independent under the rules of the New York Stock Exchange and the Finnish Corporate Governance Code, except Mr. Siilasmaa, because of his role as the interim CEO of Nokia in addition to his role as the Chairman of the Board from September 3, 2013 through April 30, 2014, and Mr.
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