Nokia Board Corporate Governance and Nomination Committee presents proposals for Composition of and Remuneration to the Board of Directors

Monday, 05. March 2007 10:19



Nokia Board Corporate Governance and Nomination Committee presents
proposals for Composition of and Remuneration to the Board of
Directors

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.


Media Enquiries:

Nokia
Communications
Tel. +358 7180 34900
Email: press.office@nokia.com

www.nokia.com



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Related Links: Nokia Corp.
Author:
Hugin
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