SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a -16 or 15d -16 of
the Securities Exchange Act of 1934
Report on Form 6-K dated March 2, 2023
(Commission File No. 1-13202)
Nokia Corporation
Karakaari 7A
FI-02610 Espoo
Finland
(Name and address of registrant’s principal
executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F: |
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Form 20-F: x |
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Form 40-F: ¨ |
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): |
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Yes: ¨ |
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No: x |
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): |
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Yes: ¨ |
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No: x |
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Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934. |
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Yes: ¨ |
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No: x |
Enclosures:
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STOCK EXCHANGE
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Nokia Corporation
Stock Exchange Release
2 March 2023 at 19:00 EET
Nokia publishes its Annual Report
and refines capital management policy
Espoo, Finland – Nokia has
today filed its Annual Report on Form 20-F for 2022 with the U.S. Securities and Exchange Commission. Nokia has also published its Nokia
in 2022 Annual Report, which includes audited financial statements, the annual review by the Board of Directors, Nokia’s corporate
governance statement and the Remuneration Report for the governing bodies for 2022. Additionally, Nokia updated its capital management
policy with a focus on sustaining investment grade rating and improving shareholder returns consistent with the performance of the business.
Nokia now targets to maintain a net cash position in the range of 10-15% of net sales.
Updated
capital management policy
In today’s
publication of Nokia’s Annual Report, the company is announcing an evolution in the company’s cash management policy. In
recent years, Nokia has operated with a cash policy to enable it to rebuild the company’s cash position through strong free cash
flow generation in 2020 and 2021 and then reinstate shareholder distributions through both a dividend and a share buyback program. Investment
in research and development (R&D) has been reinforced to strengthen technology leadership and has delivered improved product competitiveness
and put the company on a path to deliver sustainable and profitable growth. These improvements have also now recently been recognised
by credit ratings agencies and seen Nokia return to investment grade rating at S&P Global (which upgraded Nokia on 8 February
2023) having already been investment grade rated at Fitch (since 2018).
Nokia’s previous target in terms of
cash management was to maintain a gross cash position equivalent to at least 30% of net sales. Going forward Nokia will target to maintain
a net cash position in the range of 10-15% of net sales. Nokia intends to maintain a net cash position around this level to ensure it
can continue to invest in the necessary R&D to maintain and further improve its technology leadership, fund working capital requirements
in support of the company’s growth ambitions and to maintain some flexibility for bolt-on acquisitions.
At the end of 2022, Nokia held a net cash
position of approximately 19% of net sales. Nokia is not imminently planning to take action to align this with its target considering
the on-going macro-uncertainty, expected growth, and working capital requirements of its business in 2023; along with already announced
dividend and share buyback plans for this year. However, assuming the expected significant improvement in cash generation in 2024, Nokia
would then look to start acting (such as through increased shareholder returns and/or potential bolt-on acquisitions) to align the net
cash position with the long-term target.
The Annual Report on Form 20-F and Nokia
in 2022 Annual Report
The Annual Report on Form 20-F and Nokia
in 2022 Annual Report will be available in PDF format at www.nokia.com/financials. Shareholders may request a hard copy of the
reports free of charge through Nokia’s website. The corporate governance statement is available also at www.nokia.com/about-us/company/leadership-and-governance
and the Remuneration Report at www.nokia.com/about-us/company/leadership-and-governance/remuneration/.
www.nokia.com
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STOCK EXCHANGE
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The financial statements are also published
in XHTML format in accordance with the European Single Electronic Format (ESEF) reporting requirements. In accordance with ESEF requirements,
the consolidated financial statements are marked with iXBRL tags. The audit firm Deloitte Oy has provided an independent auditor’s
report on Nokia’s ESEF financial statements based on a reasonable assurance engagement it has performed in accordance with International
Standard on Assurance Engagements ISAE 3000. The ESEF financial statements in Finnish are available in the zip file attached to this
release and at www.nokia.com/luvut.
About Nokia
At Nokia, we create technology
that helps the world act together.
As a B2B technology innovation
leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition,
we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.
Service providers, enterprises
and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the
digital services and applications of the future.
Inquiries:
Nokia
Communications
Phone: +358
10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Global Head of Public Relations
Nokia
Investor Relations
Phone: +358
40 803 4080
Email: investor.relations@nokia.com
www.nokia.com
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STOCK EXCHANGE
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FORWARD-LOOKING STATEMENTS
Certain statements herein that are not historical
facts are forward-looking statements. These forward-looking statements reflect Nokia's current expectations and views of future developments
and include statements regarding: A) expectations, plans, benefits or outlook related to our strategies, product launches, growth management,
sustainability and other ESG targets, operational key performance indicators and decisions on market exits; B) expectations, plans or
benefits related to future performance of our businesses (including the expected impact, timing and duration of COVID-19 and the general
macroeconomic conditions on our businesses, our supply chain and our customers’ businesses) and any future dividends and other
distributions of profit; C) expectations and targets regarding financial performance and results of operations, including market share,
prices, net sales, income, margins, cash flows, the timing of receivables, operating expenses, provisions, impairments, taxes, currency
exchange rates, hedging, investment funds, inflation, product cost reductions, competitiveness, revenue generation in any specific region,
and licensing income and payments; D) ability to execute, expectations, plans or benefits related to changes in organizational structure
and operating model; E) impact on revenue with respect to litigation/renewal discussions; and F) any statements preceded by or including
"continue", “believe”, “commit”, “estimate”, “expect”, “aim”, “influence”,
"will” or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, many of
which are beyond our control, which could cause our actual results to differ materially from such statements. These statements are based
on management’s best assumptions and beliefs in light of the information currently available to them. These forward-looking statements
are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties
that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Factors, including
risks and uncertainties that could cause these differences, include those risks and uncertainties identified in our 2022 annual report
on Form 20-F published on March 2, 2023 under "Operating and financial review and prospects–Risk factors" and in our
other filings or documents furnished with the U.S. Securities and Exchange Commission.
www.nokia.com
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 2, 2023 |
Nokia Corporation |
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By: |
/s/ Esa Niinimäki |
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Name: |
Esa Niinimäki |
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Title: |
Chief Legal Officer |
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| Nokia Corporation
Corporate Governance
Statement 2022
Exhibit 99.2 |
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| “In 2022, we continued delivering on
Nokia’s commitment to strong corporate
governance and related practices. To do
that, the activities of the Board of
Directors are structured to develop the
Company’s strategy and to enable the
Board to support and oversee the
management on the delivery of it within
a transparent governance framework.”
This corporate governance statement is
prepared in accordance with Chapter 7,
Section 7 of the Finnish Securities Markets Act
(2012/746, as amended) and the Finnish
Corporate Governance Code 2020 (the
“Finnish Corporate Governance Code”).
Regulatory framework
Our corporate governance practices comply
with Finnish laws and regulations, our Articles
of Association approved by the shareholders
and corporate governance guidelines
(“Corporate Governance Guidelines”) adopted
by the Board of Directors. The Corporate
Governance Guidelines reflect our
commitment to good corporate governance.
They include the directors’ responsibilities,
the composition and election of the members
of the Board and its Committees, and
certain other matters relating to corporate
governance. We also comply with the Finnish
Corporate Governance Code adopted by the
Securities Market Association.
In addition, we comply with the rules and
recommendations of Nasdaq Helsinki and
Euronext Paris as applicable to us due to
the listing of our shares on the exchanges.
Furthermore, as a result of the listing of our
American Depositary Shares on the New York
Stock Exchange (NYSE) and our registration
under the US Securities Exchange Act of 1934,
we follow the applicable U.S. federal securities
laws and regulations, including the
Sarbanes-Oxley Act of 2002 as well as the
rules of the NYSE, in particular the corporate
governance standards under Section 303A of
the NYSE Listed Company Manual. We comply
with these standards to the extent such
provisions are applicable to us as a foreign
private issuer.
To the extent compliance with any
non-domestic rules would conflict with the
laws of Finland, we are obliged to comply
with Finnish laws and applicable regulations.
There are no significant differences in the
corporate governance practices applied by
Nokia compared with those applied by U.S.
companies under the NYSE corporate
governance standards with the exception that
Nokia complies with Finnish law with respect
to the approval of equity compensation plans.
Under Finnish law, stock option plans require
shareholder approval at the time of their
launch. All other plans that include the delivery
of company stock in the form of newly issued
shares or treasury shares require shareholder
approval at the time of the delivery of the
shares unless shareholder approval has
been granted through an authorization to
the Board, a maximum of five years earlier.
The NYSE corporate governance standards
require that the equity compensation plans
are approved by the company’s shareholders.
Nokia aims to minimize the necessity for, or
consequences of, conflicts between the laws
of Finland and applicable non-domestic
corporate governance standards.
In addition to the Corporate Governance
Guidelines, the Committees of the Board
have adopted charters that define each
Committee’s main duties and operating
principles. The Board has also adopted the
Code of Conduct that applies to directors,
executives, and employees of Nokia,
as well as employees of Nokia’s subsidiaries
and affiliated companies (such as joint
ventures) in which Nokia owns a majority
of the shares or exercises effective control.
Furthermore, the Board has adopted
the Code of Ethics applicable to our key
executives, including the President and CEO,
CFO and Corporate Controller.
Main corporate governance
bodies of Nokia
Pursuant to the provisions of the Finnish
Limited Liability Companies Act (2006/624,
as amended) (the “Finnish Companies Act”),
the legislation under which Nokia operates,
and Nokia’s Articles of Association, the
control and management of Nokia are divided
among shareholders at a general meeting
of shareholders, the Board, the President
and CEO and the Group Leadership Team,
chaired by the President and CEO.
General Meeting of Shareholders
Nokia’s shareholders play a key role in
corporate governance, with our Annual
General Meeting offering a regular opportunity
to exercise their decision-making power
in Nokia. In addition, at the meeting the
shareholders may exercise their right to
speak and ask questions.
Each Nokia share entitles a shareholder to one
vote at general meetings of Nokia. The Annual
General Meeting decides, among other things,
on the election and remuneration of the
Board, the adoption of annual accounts, the
distribution of retained earnings shown on the
balance sheet, discharging the members of the
Board and the President and CEO from liability,
as well as on the election and fees of the
external auditor. As of the Annual General
Meeting 2020, the Remuneration Policy is
presented to the general meeting at least
every four years and the Remuneration Report
annually as of 2021. Resolutions of the general
meeting regarding the policy and the report
are advisory.
In addition to the Annual General Meeting,
an Extraordinary General Meeting may be
convened when the Board considers such
a meeting to be necessary, or when the
provisions of the Finnish Companies Act
mandate that such a meeting must be held.
Corporate
governance
statement
02 |
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| Corporate governance framework
The Finnish Companies Act was amended
on 11 July 2022 to enable limited liability
companies to hold hybrid and virtual-only
general meetings. The legal requirements for
these type of meetings are stringent in Finland,
namely, to protect the shareholders’ rights.
A virtual general meeting, as defined by the
Finnish Companies Act, is a meeting held
without a physical meeting venue, where
shareholders must be able to exercise their
shareholder rights in full and in real-time by
virtual means, including by voting in real-time
and asking questions orally during the meeting.
Once reliable technical methods for
automated foreign shareholder identification
become available in Finland, virtual general
meetings would improve the position of
nominee-registered private shareholders
residing outside of Finland, who in practice
may have been unable to attend the general
meeting in person or be represented by proxy.
The benefits of the virtual general meetings
would further include the reduced
environmental footprint and the ability of the
company to hold a general meeting also under
extraordinary external circumstances such as
navigating through restrictions on physical
gatherings. Nokia is actively involved in
discussions how to enable the automated
identification of foreign shareholders as
we believe the Finnish legislation should be
considered a model example of protecting
shareholders’ rights in the hybrid and
virtual meetings.
Annual General Meeting 2022 and 2023
The Annual General Meeting 2022 took place
at the Company’s headquarters in Espoo
on 5 April 2022. To prevent the spread of the
COVID-19 pandemic, the Board resolved
on extraordinary measures pursuant to the
temporary legislation approved by the Finnish
Parliament on 8 May 2021. The Annual General
Meeting 2022 was held without shareholders
and their proxy representatives being present
at the meeting venue. Participation in the
Annual General Meeting and use of shareholder
rights was possible only by voting in advance as
well as by submitting counterproposals and
asking questions in advance. A total of 59 301
shareholders representing a record number
of approximately 3 100 million shares and
votes participated the Annual General Meeting
through advance voting and the Board’s
proposals were supported by at least 91% of
the votes casted. We were pleased to see both
the record number of votes as well as the
strong shareholders’ support received for all
of the Board’s proposals at the Annual General
Meeting 2022.
Nokia Corporation’s Annual General Meeting
2023 is planned to be held on 4 April 2023.
Proposals of the Board of Directors to the
Annual General Meeting 2023 were published
on 26 January 2023.
Board of Directors
The operations of Nokia are managed
under the direction of the Board, within the
framework set by the Finnish Companies Act
and Nokia’s Articles of Association as well as
any complementary rules of procedure as
defined by the Board, such as the Corporate
Governance Guidelines and the charters of
the Board’s Committees.
Election and composition of the Board
of Directors
Pursuant to the Articles of Association of
Nokia Corporation, we have a Board that is
composed of a minimum of seven and a
maximum of 12 members. The members
of the Board are elected at least annually at
each Annual General Meeting with a simple
majority of the shareholders’ votes cast at the
meeting. The term of a Board member begins
at the close of the general meeting at which
he or she was elected, or later as resolved by
the general meeting, and expires at the close
of the following Annual General Meeting.
The Annual General Meeting convenes by
30 June annually.
Our Board’s leadership structure consists of a
Chair and Vice Chair 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. The Chair of the Board has
certain specific duties as stipulated by Finnish
law and our Corporate Governance Guidelines.
The Vice Chair of the Board assumes the
duties of the Chair of the Board in the event
he or she is prevented from performing his or
her duties.
The independent directors of the new Board
also confirm the election of the members
and chairs 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. These elections
take place at the Board’s assembly meeting
following the general meeting.
The Corporate Governance and Nomination
Committee’s aim is to continually renew
the Board to ensure an efficient Board of
international professionals with a diverse
mix of skills, experience and other personal
qualities in line with the diversity principles
established by the Board. The Corporate
Governance and Nomination Committee
considers potential director candidates based
on the short- and long-term needs of the
Company. In the process to identify and select
the candidates matching these needs and
desired profiles, the Committee engages
search firms and external advisors.
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| Board independence
In accordance with the Corporate Governance
Guidelines adopted by the Board of Directors,
the Board shall have a majority of Directors
who meet the criteria for independence as
defined by the Finnish Corporate Governance
Code (independent of both the company and
any significant shareholders who hold at least
10% or more of the total shares or voting
rights of the Company) and the rules of the
NYSE. Furthermore, all of the members of
the Board Committees shall be independent
Directors under the relevant criteria for
independence required by the Finnish
Corporate Governance Code and the
applicable rules of the NYSE.
The Board will monitor its compliance
with these requirements for Director
independence on an ongoing basis. Each
independent director is expected to notify
the Chair of the Corporate Governance
and Nomination Committee, as soon as
reasonably practicable, in the event that his
or her personal circumstances change in a
manner that may affect the Board’s evaluation
of such director’s independence. The Board of
Directors evaluates the independence of its
members annually and, in addition to this, on
a continuous basis with the assistance of the
Nomination and Governance Committee.
Board diversity
The Board has adopted principles concerning
Board diversity describing our commitment
to promoting a diverse Board composition
and how diversity is embedded into our
processes and practices when identifying
and proposing new Board candidates as well
as when proposing re-election of current
Board members.
At Nokia, diversity is not a static concept but
rather a relevant mix of required elements for
the Board as a whole that evolves with time
based on, among other things, the relevant
business objectives and future needs of
Nokia. Board diversity is treated as a means
of improvement and development rather
than an end in itself. Diversity of our Board
is considered from a number of aspects
including, but not limited to, skills and
experience, tenure, age, nationality, ethnicity,
cultural and educational backgrounds,
self-declared gender identity, sexual
orientation as well as other individual
qualities. The Board shall include
representatives of more than one gender.
Nokia acknowledges and supports the
resolution adopted by the Finnish
Government on 17 February 2015 on gender
equality on the boards of directors of Finnish
large and mid-cap listed companies, as well as
the board gender balance directive adopted
by the European Parliament on 22 November
2022. We report annually on our objectives
relating to equal representation of both
genders, the means to achieve them, and the
progress we have made in achieving them.
We have met our aim to have at least 40% of
the Director positions held by members of
the underrepresented genders on our Board
composition. Also in the Board composition
proposed to the Annual General Meeting
2023, 50% of the Board members are female.
Director time commitments
The Corporate Governance and Nomination
Committee monitors closely the time
commitments of the Board members and
annually reviews the Directors’ attendance
rate at the Board and relevant Committee
meetings to ensure they are able to devote
the appropriate time to the Company to
carry out their duties and responsibilities.
The Corporate Governance Guidelines of
the Board include numerical limits and a
process for pre-clearance of new roles in
public companies. Directors should not serve
on more than four other boards of public
companies in addition to the Nokia Board, and
no more than on three other boards of public
companies in addition to the Nokia Board,
in case they serve as board chair or lead
independent director outside the Nokia
Board. The Audit Committee members should
not serve on more than two other audit
committees of public companies in addition
to the Nokia Audit Committee. No positions in
excess of these limits may be held without a
prior consent by the Chair of the Board and
the Chair of the Corporate Governance and
Nomination Committee determining that such
positions would not impair the Director’s
service on the Nokia Board or Audit Committee.
The Corporate Governance and Nomination
Committee will annually, ahead of preparing
the proposal on the Board composition,
review and assess the Directors’ current and
planned time commitments outside the
Company to seek affirmation that all Directors
acknowledge the time commitment principles
set forth in the Corporate Governance
Guidelines of the Board.
Current members of the Board of Directors
The Annual General Meeting held on 5 April
2022 elected ten members to the Board for
a term ending at the close of the next Annual
General Meeting. Sari Baldauf, Bruce Brown,
Thomas Dannenfeldt, Jeanette Horan, Edward
Kozel, Søren Skou and Carla Smits-Nusteling
were re-elected as Board members. Lisa
Hook, Thomas Saueressig and Kai Öistämö
were elected as new Board members.
Following the meeting, the Board re-elected
Sari Baldauf to serve as Chair and Søren Skou
as the new Vice Chair of the Board for a
term ending at the close of the next Annual
General Meeting.
The current members of the Board are all
non-executive. For the term that began at
the Annual General Meeting 2022, all Board
member candidates have been determined
to be independent of Nokia and its significant
shareholders under the Finnish corporate
governance rules and the rules of the NYSE,
as applicable.
Currently there are six different nationalities
represented on the Board and 40% of the
Board members are female.
In addition to biographical information of the
Board members, the following table sets forth
also the number of shares and American
Depositary Shares (ADS) held by the members
of the Board at 31 December 2022, when
they held a total of 969 511 shares and ADSs
in Nokia, which represented approximately
0.02% of our total shares and voting rights
excluding shares held by the Nokia Group.
Gender
Year of
Birth Nationality Tenure(1)
Independent of
the company
and major
shareholders Shares(2) ADSs(2)
Sari Baldauf (Chair) Female 1955 Finnish 4 Independent 243 148
Søren Skou (Vice Chair) Male 1964 Danish 3 Independent 66 377
Bruce Brown Male 1958 American 10 Independent 202 941
Thomas Dannenfeldt Male 1966 German 2 Independent 80 139
Lisa Hook Female 1958 American 0 Independent 15 227
Jeanette Horan Female 1955 British 5 Independent 95 058
Edward Kozel Male 1955 American 5 Independent 122 944
Thomas Saueressig Male 1985 German 0 Independent 14 816
Carla Smits-Nusteling Female 1966 Dutch 6 Independent 114 045
Kai Öistämö Male 1964 Finnish 0 Independent 14 816
(1) Terms as Nokia Board member before the Annual General Meeting on 5 April 2022.
(2) The number of shares or ADSs includes shares and ADSs received as director compensation as well as shares and ADSs acquired through other means. Stock options or other equity awards that are
deemed as being beneficially owned under the applicable SEC rules are not included.
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| Proposed members of the Board
of Directors
Proposals of the Board of Directors to the
Annual General Meeting 2023 were published
on 26 January 2023. On the recommendation
of the Board’s Corporate Governance and
Nomination Committee, the Board proposes
to the Annual General Meeting that the
number of Board members be ten. Bruce
Brown and Edward Kozel have informed
that they will no longer be available to serve
on the Nokia Board of Directors after the
Annual General Meeting. Consequently, the
Board proposes, on the recommendation
of the Board’s Corporate Governance and
Nomination Committee, that the following
eight current Board members be re-elected as
members of the Nokia Board of Directors for
a term ending at the close of the next Annual
General Meeting: Sari Baldauf, Thomas
Dannenfeldt, Lisa Hook, Jeanette Horan,
Thomas Saueressig, Søren Skou, Carla
Smits-Nusteling and Kai Öistämö.
Furthermore, the Board proposes, on
the recommendation of the Corporate
Governance and Nomination Committee, that
the following new members be elected to the
Board for a term ending at the close of the
next Annual General Meeting: Timo Ahopelto,
entrepreneur and Founding Partner of
Lifeline Ventures, a venture capital firm;
and Elizabeth Crain, co-founder and Chief
Operating Officer of Moelis & Company,
a global investment bank.
The Corporate Governance and Nomination
Committee will propose in the assembly
meeting of the new Board of Directors that
Sari Baldauf be re-elected to serve as Chair
of the Board and Søren Skou be re-elected
to serve as Vice Chair of the Board, subject to
their election to the Board of Directors. The
Board composition proposed to the Annual
General Meeting 2023 has representation of
six nationalities and 50% of the proposed
members are female.
The proposed members of the Board are
all non-executive. For the term beginning at
the Annual General Meeting 2023, all Board
member candidates have been determined
to be independent of Nokia and its significant
shareholders under the Finnish corporate
governance rules and the rules of the NYSE.
Any possible changes impacting the
independence assessment would be assessed
as of the date of the Annual General Meeting.
The Corporate Governance and Nomination
Committee has prepared the proposed
composition of the Board of Directors to the
Annual General Meeting 2023 after careful
assessment on proposed Directors’ external
time commitments, taking into account
shareholders’ expectations in this regard.
While the prevailing Finnish market practice is
to vote on the proposed Board composition
as a slate, some of our investors have
expressed their preference of being able
to vote on Directors individually. Nokia has
been actively involved in the initiative to
supplement the market practice as well as the
Finnish Corporate Governance Code to enable
the individual director election method in
Finland. We are proud to be among the first
Finnish companies to introduce this individual
director election method and provide our
shareholders with the opportunity to
participate in the vote on individual Board
member candidates in our forthcoming
Annual General Meeting in 2023.
Experience and skills of the Board members
Business Exec
role with P&L
responsibility
External
boardroom
roles/
Governance
expertise
Finance and
accounting
Legal/Public
policy/
Compliance
Communications
service provider
market segment
Enterprise
market
segment Technology Cybersecurity
Environmental/
Social issues
Current Board Members
Sari Baldauf
Søren Skou
Bruce Brown
Thomas Dannenfeldt
Lisa Hook
Jeanette Horan
Edward Kozel
Thomas Saueressig
Carla Smits-Nusteling
Kai Öistämö
Proposed new Board Members
Timo Ahopelto
Elizabeth Crain
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| Biographical details of our current
Board members
Chair Sari Baldauf
b. 1955
Chair of the Nokia Board since 2020.
Board member since 2018. Member of the
Corporate Governance and Nomination
Committee and the Personnel Committee.
Master of Business Administration, Helsinki
School of Economics and Business
Administration, Finland. Bachelor of Science,
Helsinki School of Economics and Business
Administration, Finland. Honorary doctorates
in Technology (Helsinki University of
Technology, Finland) and Business
Administration (Turku School of Economics
and Business Administration and Aalto
University School of Business, Finland).
Executive Vice President and General Manager,
Networks Business Group, Nokia 1998–2005.
Various executive positions at Nokia in Finland
and in the United States 1983–1998.
Member of the Supervisory Board and
Member of the Nomination Committee of
Mercedes-Benz Group AG. Member of the
Board of Directors of Aalto University. Senior
Advisor of DevCo Partners Oy. Member of
the Board of Directors and Member of the
Executive Committee of Technology
Industries of Finland.
Member of the Supervisory Board of
Deutsche Telekom AG 2012–2018. Chair of
the Board of Directors of Fortum Corporation
2011–2018. Member of the Board of
Directors of Akzo Nobel 2012–2017.
Vice Chair Søren Skou
b. 1964
Vice Chair of Nokia Board since 2022. Nokia
Board member since 2019. Member of the
Personnel Committee.
MBA (honours), IMD, Switzerland. Bachelor
of Business Administration, Copenhagen
Business School, Denmark. Maersk
International Shipping Education (M.I.S.E.).
Chief Executive Officer of A.P. Møller – Mærsk
A/S 2016–2022. Chief Executive Officer of
Maersk Line 2012–2016. Chief Executive
Officer of Maersk Tankers 2001–2011.
Variety of executive roles, senior positions and
other roles at A.P. Møller – Mærsk since 1983.
Chairman of the Board of the Mærsk
Mc-Kinney Møller Center for Zero Carbon
Shipping (a not-for-profit foundation).
Member of The European Round Table
for Industry.
Chair Sari Baldauf
Thomas Dannenfeldt
Bruce Brown
Vice Chair Søren Skou
Bruce Brown
b. 1958
Nokia Board member since 2012. Chair of
the Personnel Committee. Member of the
Corporate Governance and Nomination
Committee and the Technology Committee.
MBA, Xavier University, the United States. BS
(Chemical Engineering), Polytechnic Institute
of New York University, the United States.
Chief Technology Officer of the Procter &
Gamble Company 2008–2014. Various
executive and managerial positions in Baby
Care, Feminine Care, and Beauty Care units
of the Procter & Gamble Company since 1980
in the United States, Germany and Japan.
Member of the Board of Directors, Chair of
the Compensation Committee and member
of the Nominating and Corporate Governance
Committee of the Glatfelter Company.
Member of the Board of Directors, the
Audit Committee and the Compensation
Committee of Medpace Inc. 2016–2019.
Member of the Board of Directors of Agency
for Science, Technology & Research (A*STAR)
in Singapore 2011–2018.
Thomas Dannenfeldt
b. 1966
Nokia Board member since 2020. Member
of the Audit Committee and the Personnel
Committee.
Degree in Mathematics, University of Trier,
Germany.
Chief Financial Officer of Deutsche Telekom
AG 2014–2018. Chief Financial Officer of
Deutsche Telekom’s German operations
2010–2014. Various operational positions
(sales, marketing, customer care, finance and
procurement in fixed and mobile business,
national and international positions) at
Deutsche Telekom 1992–2010.
Chair of the Supervisory Board of Ceconomy
AG and Chair of the Presidential Committee
and Mediation Committee. Member of the
Board of Advisors at axxessio GmbH.
Member of the Board of Directors of T-Mobile
US 2013–2018 and Buy-In 2013–2018.
Chair of the Board of Directors of T-Systems
International 2013–2018 and EE Ltd.
2014–2016.
06 |
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| Lisa Hook
b. 1958
Nokia Board member since 2022. Member
of the Audit Committee.
Juris Doctorate, Dickinson School of Law at
Pennsylvania State University, the United
States. Bachelor’s degree in Public Policy,
Duke University, the United States.
President and CEO of Neustar, Inc.
2010–2018. COO of Neustar, Inc. 2008–2010.
President and CEO of Sunrocket, Inc.
2006–2007. Executive positions at America
Online, Inc. 2000–2004. Previous positions as
Partner at Brera Capital Partners, managing
director of Alpine Capital Group, LLC., various
executive positions at Time Warner, Inc.,
legal advisor to the Chairman of the Federal
Communications Commission, and General
Counsel of the Cable Group at Viacom
International, Inc.
Member of the Board of Directors and Chair
of the Risk and Technology Committee of
Fidelity National Information Services, Inc.
Member of the Board of Directors and Chair
of the Consumer Relationships and Regulation
Committee of Philip Morris International.
Member of the Board of Directors of Ritchie
Bros. Auctioneers Inc. and Chair of the
Compensation Committee. Member of the
Board of Zayo Group and Cube IQ. Chair of
Advisory Board of Trilantic Capital Partners.
Member of the U.S. National Security
Telecommunications Advisory Committee
since 2012.
Member of the Board of Directors of Ping
Identity Holding Corporation 2019–2022,
Partners Group Holdings 2020–2021 and
Unisys Corporation 2019–2021. Member
of the Board of Directors of Neustar, Inc.
2010–2019. Previous Board memberships at
RELX Plc and RELX NV, 2006–2016, Covad
Communications 2005–2007, Time Warner
Telecom 1999–2001, K-12 Inc. and National
Geographic Ventures.
Honored as a 2012 Penn State Alumni Fellow
for leadership in technology by the Dickinson
School of Law and Pennsylvania State
University.
Jeanette Horan
b. 1955
Nokia Board member since 2017. Member
of the Audit Committee and the Technology
Committee.
MBA, Business Administration and
Management, Boston University, the United
States. BSc, Mathematics, University of
London, the United Kingdom.
Various executive and managerial positions
at IBM 1998–2015. Vice President of Digital
Equipment Corporation 1994–1998. Vice
President, Development of Open Software
Foundation 1989–1994.
Member of the Supervisory Board at Wolters
Kluwer, and the Chair of the Selection and
Remuneration Committee. Member of the
Board of Advisors at Jane Doe No More, a
non-profit organization. Member of the Board
of Directors of the Ridgefield Symphony
Orchestra, a non-profit organization.
Member of the Board of Advisors of
Cybereason 2017–2018. Member of the
Board of Directors of West Corporation
2016–2017 and Microvision 2006–2017.
Edward Kozel
b. 1955
Nokia Board member since 2017. Chair of
the Technology Committee and member
of the Audit Committee.
Degree in Electrical Engineering and
Computer Science, University of California,
the United States.
President and CEO of Range Networks
2013–2014. Owner of Open Range
2000–2013. Chief Technology and Innovation
Officer and member of the Board of
Management of Deutsche Telekom
2010–2012. CEO of Skyrider 2006–2008.
Managing Director of Integrated Finance
2005–2006. Senior Vice President, Business
development and Chief Technology Officer
and Board member of Cisco 1989–2001.
Member of the Advisory Board at Telia
Ventures 2016–2020.
Various Board memberships in 1999–2009.
Thomas Saueressig
b. 1985
Member of the Executive Board of SAP SE
and Global Head of SAP Product Engineering.
Nokia Board member since 2022. Member of
the Technology Committee.
Degree in Business Information Technology,
University of Cooperative Education in
Mannheim, Germany. Joint Executive MBA
from ESSEC, France and Mannheim Business
School, Germany.
Chief Information Officer of SAP SE
2016–2019, Vice President, Global Head of IT
Services of SAP SE 2014–2016. Held various
positions at SAP in Germany since 2007,
including assignment in the SAP Labs
Silicon Valley in Palo Alto, California, the
United States.
Member of the Young Global Leaders of the
World Economic Forum. Member of the
Industry Advisory Board of the Munich
Institute of Robotics and Machine
Intelligence (MIRMI).
Lisa Hook
Thomas Saueressig
Edward Kozel
Jeanette Horan
07 |
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| Carla Smits-Nusteling
b. 1966
Nokia Board member since 2016. Chair of
the Audit Committee and member of the
Corporate Governance and Nomination
Committee.
Master’s Degree in Business Economics,
Erasmus University Rotterdam, the
Netherlands. Executive Master of Finance
and Control, Vrije University Amsterdam,
the Netherlands.
Member of the Board of Directors and Chief
Financial Officer of KPN 2009–2012. Various
financial positions at KPN 2000–2009. Various
financial and operational positions at TNT/PTT
Post 1990–2000.
Member of the Board of Directors and Chair
of the Audit Committee of Allegro.eu SA.
Member of the Board of Directors of the
Stichting Continuïteit Ahold Delhaize (SCAD)
foundation.
Chair of the Board of Directors of TELE2 AB
2013–2023. Lay Judge in the Enterprise
Court of the Amsterdam Court of Appeal
2015–2022. Member of the Supervisory
Board and Chair of the Audit Committee
of ASML 2013–2021. Member of the
Management Board of the Unilever Trust
Office 2015–2019.
Kai Öistämö
b. 1964
President and CEO of Vaisala Corporation.
Nokia Board member since 2022. Chair of
the Corporate Governance and Nomination
Committee and member of the Technology
Committee.
PhD in computer science, Tampere University
of Technology, Finland.
Chief Operating Officer of InterDigital, Inc.
2018–2020. Executive Partner, Siris Capital
Group 2016–2018. EVP, Chief Development
Officer, Nokia 2010–2014. EVP, Devices Nokia
2008–2010. EVP, Mobile Phones Business
Group, Nokia 2006–2008. Several previous
positions at Nokia since 1991.
Chairman of the Board of Fastems Group
2014–2022. Member of the Board of
Directors of Sanoma Group 2010–2021.
Chairman of the Board of Helvar Oy Ab
2014–2020. Member of the Board of
Directors of Mavenir Plc. 2017–2018. Member
of the Board of Directors of Digia / Qt Group
Oyj 2015–2018. Member of the Board of
Directors of InterDigital, Inc. 2015–2018.
Member of the Board of Directors of Oikian
solutions Oy 2014–2018. Chairman of the
Board, Tampere University 2013–2017.
Chairman of the Board of Directors, Tekes
2012–2014. Member of the Board of
Directors of Nokian Renkaat Oyj 2008–2010.
Carla Smits-Nusteling
Kai Öistämö
08 |
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| Operations of the Board of Directors
The Board represents and is accountable to
the shareholders of Nokia. While its ultimate
statutory accountability is to the shareholders,
the Board also takes into account the interests
of Nokia’s other stakeholders. The Board’s
responsibilities are active, not passive, and
include the responsibility to evaluate the
strategic direction of Nokia, its management
policies and the effectiveness of the
implementation of such by the management
on a regular basis. 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 a manner
that they reasonably and honestly believe
to be in the best interests of Nokia and its
shareholders. In discharging this obligation,
the members of the Board must inform
themselves of all relevant information
reasonably available to them. The Board
and each Board Committee also have the
power to appoint independent legal, financial
or other advisors as they deem necessary.
The Company will provide sufficient funding to
the Board and to each Committee to exercise
their functions and provide compensation for
the services of their advisors.
The Board is ultimately responsible for, and
its duties include, monitoring and reviewing
Nokia’s financial reporting process, the
effectiveness of related control and audit
functions and the independence of Nokia’s
external auditor, as well as monitoring the
Company’s statutory audit. The Board’s
responsibilities also include overseeing the
structure and composition of our top
management and monitoring legal compliance
and the management of risks related to our
operations. In doing so, the Board may set
annual ranges and/or individual limits for
capital expenditures, investments and
divestitures and other financial and
non-financial commitments that may not be
exceeded without a separate Board approval.
In risk management, the Board’s role includes
risk analysis and assessment in connection
with financial, strategy and business reviews,
updates and decision-making proposals.
Risk management policies and processes are
an integral part of Board deliberations and
risk-related updates are provided to the Board
on a recurring basis. For a more detailed
description of our risk management policies
and processes, refer to “Risk management,
internal control and internal audit functions
at Nokia—Main features of risk management
systems”.
The Board has the responsibility for appointing
and discharging the President, the Chief
Executive Officer, Chief Financial Officer
and Chief Legal Officer.
The Board approves and the independent
directors of the Board confirm the
compensation and terms of employment
of the President and CEO, subject to the
requirements of Finnish law, upon the
recommendation of the Personnel Committee
of the Board. The compensation and terms
of employment of the other Group Leadership
Team members are approved by the Personnel
Committee upon the recommendation of the
President and CEO.
Board oversight of environmental and social
activities and governance practices (ESG)
Under our Corporate Governance Guidelines,
the Board evaluates Nokia’s environmental
and social activities and governance practices
(ESG), related risks and target setting as well as
their implementation and effectiveness in the
Company. In 2022, the Board approved the
new enhanced ESG strategy of the Company
focusing on the environment, industrial
digitalization, security & privacy, bridging
the digital divide, and responsible business.
The Board also reviewed the related risks
and opportunities, approved the targets on
climate change and diversity included in the
short-term incentive program, monitored
them and other ESG targets as well as the
evolving ESG requirements and expectations,
investor feedback and the disclosure approach.
In addition, the Board Committees monitor
environmental and social developments and
activities in the Company in their respective
areas of responsibilities. During 2022, the
Audit Committee’s responsibilities included,
amongst others, the implementation planning
of new climate and other sustainability
reporting requirements, as well as oversight
of the ethics and compliance program and
information and services security risks and
maturity. The Audit Committee also annually
reviews sustainability disclosures as well as the
use of conflict minerals in Nokia’s products
presented in the annual reports and the
related regulatory filings. The Personnel
Committee assists the Board in the
incorporation of the ESG related metrics in the
incentive structures and oversees the human
capital management, including personnel
policies and practices related to Nokia culture,
physical safety, employee wellbeing, diversity,
recruiting, development and retention.
The Corporate Governance and Nomination
Committee assesses and advises the Board
in the environmental, social and governance
(ESG) related activities and practices aiming to
enhance the governance structure supporting
them. The Technology Committee has
reviewed how the Company’s new ESG
strategy embeds into its technology strategy
and roadmaps.
While the oversight of the security risks and
their management, including cybersecurity,
is a Board level responsibility in the Company,
the detailed reviews of the different security
domains are allocated to the Board’s different
committees. The responsibilities of the Audit
Committee include oversight of the IT and
services security risks and maturity. The
Technology Committee oversees the product
and customer security risk management.
The oversight of the physical risks belongs
to the Personnel Committee.
09 |
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| Key areas of focus for the Board’s and its Committees’ activities in 2022
The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the year.
February February/March April May July September/October December
Board – Business and financial reviews
– Q4 and 2021 financials
– Strategy
– AGM proposals, incl. reinstating
dividend
– Share buyback program
– Annual Policy and Charter review
– Review of CEO’s performance,
targets and remuneration
– Russian invasion of Ukraine
– Annual report
– Remuneration Report 2021
– AGM and appointing Board Chair,
Vice Chair and Committee members
– Business and financial reviews
– Strategy
– Geopolitical update
– Investor relations and corporate
governance update
– Q1 financials
– Annual sustainability review
– Business and financial reviews
– Strategy
– Ethics & compliance
– Litigation update
– Digitalization update
– Business and financial reviews
– Q2 financials
– Strategy
– Nokia innovation framework
– Annual strategy meeting
– External market perspective
– Business and financial reviews
– Group Leadership Team (GLT)
succession planning
– Q3 financials
– Business and financial reviews
– Strategy
– Annual and long-range forecast
and target setting
– Board evaluation
– Key risks review
– Digitalization update
– Investors’ feedback on Nokia
ESG
Corporate Governance
and Nomination
Committee
– AGM proposals on Board
composition and remuneration
– Committee compositions
– Corporate governance statement
– AGM shareholder feedback
– Planning of Board composition
proposal
– Corporate governance
developments
– Status of Board composition
proposal
– Board evaluation approach
– Board remuneration review and
benchmarking
– Annual assessment of director
commitments
– Finalizing Board composition
proposal to the AGM
– Annual Charter review
Personnel
Committee
– Incentive achievements for 2021
– CEO and GLT performance
– Incentive targets and objectives
for 2022
– Nokia Equity Program proposal
2022
– Culture
– AGM shareholder feedback
– GLT remuneration
– Human capital risk review
– PC Advisor’s market and
benchmarking update
– Status of 2023 incentive and
equity framework
– Human capital update
– GLT succession planning
– 2023 incentive targets
– 2023 equity plans
– Investor and proxy advisor
feedback
– Planning of Remuneration
Report for 2022
– Annual Charter review
Audit
Committee
– Q4 and 2021 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls updates
– AGM proposals to the Board
– Annual report for 2021, including
ESG reporting
– Auditor reporting
– Q1 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls updates
– Cybersecurity; IT and service
security
– Tax update
– Conflict Minerals Reporting
– Q2 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls
updates
– Finance IT and digitalization
– Q3 accounting
– Auditor reporting
– Ethics and compliance, internal
audit, internal controls updates
– ESG reporting developments
– Treasury update
– Pensions update
– Audit, internal audit and internal
controls updates
– Privacy program
– Cybersecurity; IT and service
security
– Annual Charter and Policy
Technology
Committee
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– Annual Charter review
– Cybersecurity; Group security
update and approach
– Review of strategic technology
initiatives
– Cybersecurity; product and
customer security
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– ESG technology strategy and
roadmap
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– Cybersecurity; product and
customer security
– Review of strategic technology
initiatives
10 |
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| Key areas of focus for the Board’s and its Committees’ activities in 2022
The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the year.
February February/March April May July September/October December
Board – Business and financial reviews
– Q4 and 2021 financials
– Strategy
– AGM proposals, incl. reinstating
dividend
– Share buyback program
– Annual Policy and Charter review
– Review of CEO’s performance,
targets and remuneration
– Russian invasion of Ukraine
– Annual report
– Remuneration Report 2021
– AGM and appointing Board Chair,
Vice Chair and Committee members
– Business and financial reviews
– Strategy
– Geopolitical update
– Investor relations and corporate
governance update
– Q1 financials
– Annual sustainability review
– Business and financial reviews
– Strategy
– Ethics & compliance
– Litigation update
– Digitalization update
– Business and financial reviews
– Q2 financials
– Strategy
– Nokia innovation framework
– Annual strategy meeting
– External market perspective
– Business and financial reviews
– Group Leadership Team (GLT)
succession planning
– Q3 financials
– Business and financial reviews
– Strategy
– Annual and long-range forecast
and target setting
– Board evaluation
– Key risks review
– Digitalization update
– Investors’ feedback on Nokia
ESG
Corporate Governance
and Nomination
Committee
– AGM proposals on Board
composition and remuneration
– Committee compositions
– Corporate governance statement
– AGM shareholder feedback
– Planning of Board composition
proposal
– Corporate governance
developments
– Status of Board composition
proposal
– Board evaluation approach
– Board remuneration review and
benchmarking
– Annual assessment of director
commitments
– Finalizing Board composition
proposal to the AGM
– Annual Charter review
Personnel
Committee
– Incentive achievements for 2021
– CEO and GLT performance
– Incentive targets and objectives
for 2022
– Nokia Equity Program proposal
2022
– Culture
– AGM shareholder feedback
– GLT remuneration
– Human capital risk review
– PC Advisor’s market and
benchmarking update
– Status of 2023 incentive and
equity framework
– Human capital update
– GLT succession planning
– 2023 incentive targets
– 2023 equity plans
– Investor and proxy advisor
feedback
– Planning of Remuneration
Report for 2022
– Annual Charter review
Audit
Committee
– Q4 and 2021 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls updates
– AGM proposals to the Board
– Annual report for 2021, including
ESG reporting
– Auditor reporting
– Q1 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls updates
– Cybersecurity; IT and service
security
– Tax update
– Conflict Minerals Reporting
– Q2 accounting
– Auditor reporting
– Ethics and compliance, internal
audit and internal controls
updates
– Finance IT and digitalization
– Q3 accounting
– Auditor reporting
– Ethics and compliance, internal
audit, internal controls updates
– ESG reporting developments
– Treasury update
– Pensions update
– Audit, internal audit and internal
controls updates
– Privacy program
– Cybersecurity; IT and service
security
– Annual Charter and Policy
Technology
Committee
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– Annual Charter review
– Cybersecurity; Group security
update and approach
– Review of strategic technology
initiatives
– Cybersecurity; product and
customer security
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– ESG technology strategy and
roadmap
– Updates on major innovation
and technology trends
– Review of strategic technology
initiatives
– Cybersecurity; product and
customer security
– Review of strategic technology
initiatives
11 |
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| Board evaluation
In line with our Corporate Governance Guidelines, the Board conducts a comprehensive annual performance evaluation, which also includes
evaluation of the Board Committees’ work, the Board and Committee Chairs and individual Board members. The Board evaluation is conducted
as a self-evaluation typically with a detailed questionnaire while an external evaluator is periodically engaged. Feedback is also requested from
selected members of management as part of the Board evaluation process. The questions aim to measure and elicit feedback on the processes,
structure, accountability, transparency, and effectiveness of the Board and to gain an overview of the issues that are areas of excellence, areas
where the Board thinks greater focus is warranted and determining areas where the performance could be enhanced.
Each year, the results of the evaluation are discussed and analyzed by the entire Board and improvement actions are agreed based on such
discussions. In 2022, the evaluation process was carried out as a self-evaluation using an external evaluation platform that included both
numeric assessments and the possibility to provide more detailed written comments. The questionnaire comprised areas such as Nokia
purpose and strategy, Board agenda and meetings, Board members’ talent and culture, Board composition and dynamics as well as information,
reporting and risk management.
Meetings of the Board of Directors
The Board of Directors constitutes a quorum if more than half of its members are present. The Board held 18 meetings excluding Committee
meetings during 2022. In total nine (50%) of these meetings were regular meetings in person or by video connection. The other meetings were
held in writing.
Directors’ attendance at the Board and Committee meetings in 2022 is set forth in the table below:
Member
Board Meeting Attendance Board and Committee Meeting Attendance(1)
Meetings % Meetings %
Sari Baldauf (Chair) 18/18 100 27/27 100
Søren Skou (Vice Chair) 18/18 100 22/23 96
Bruce Brown 18/18 100 32/32 100
Thomas Dannenfeldt 18/18 100 30/30 100
Lisa Hook (as of 5 April 2022) 13/13 100 16/17 94
Jeanette Horan 17/18 94 27/29 93
Edward Kozel 18/18 100 29/29 100
Thomas Saueressig (as of 5 April 2022) 13/13 100 16/16 100
Carla Smits-Nusteling 18/18 100 28/28 100
Kari Stadigh (until 5 April 2022) 5/5 100 7/7 100
Kai Öistämö (as of 5 April 2022) 13/13 100 19/19 100
Average Attendance (%) 99 98
(1) Any director who so wishes may attend, as a non-voting observer, meetings of committees of which they are not members. Figures exclude directors attending committee meetings as non-voting
observers.
Directors meet without the management in connection with each regularly scheduled meeting. According to Board practices, meetings without
management present are only attended by non-executive directors. These meetings are chaired by the non-executive Chair of the Board.
In case the non-executive Chair of the Board is unable to chair these meetings, the non-executive Vice Chair of the Board chairs the meeting.
Additionally, the independent directors would meet separately at least once annually. In 2022, all members of the Board were non-executive
and determined to be independent from Nokia and significant shareholders under the Finnish corporate governance standards and the rules
of the NYSE.
Committees of the Board of Directors
The Board of Directors has four committees that 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.
Any director who so wishes may attend, as a non-voting observer, meetings of committees of which they are not members.
Board of Directors
Audit Committee
Corporate Governance and
Nomination Committee Personnel Committee Technology Committee
Oversees the accounting and
financial as well as non-financial
reporting processes of Nokia
and the audits of its financial
statements as well as the
internal controls and
compliance program. In
addition, oversees ESG related
reporting requirements, IT
and services security, privacy
program as well as tax, treasury
and pension activities.
Prepares the proposals for the
general meetings in respect of
the composition of the Board and
the director remuneration to be
approved by the shareholders,
oversees the Directors’ time
commitments and independence
and monitors issues and practices
related to corporate governance
and proposes necessary actions
in respect thereof.
Oversees the human capital
management related policies
and practices at Nokia. Assists
the Board in discharging its
responsibilities in relation to all
compensation and related
matters, including remuneration
policy and reporting, equity
compensation, and
remuneration of Nokia’s
executives and their terms
of employment.
Follows major innovation and
technology trends and reviews
related key initiatives of Nokia.
Oversees product and customer
security.
12 |
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| The Audit Committee
The following table sets forth the members of the Audit Committee and their meeting attendance in 2022:
Member
Attendance
(meetings) Attendance %
Carla Smits-Nusteling (Chair) 6/6 100
Thomas Dannenfeldt 6/6 100
Lisa Hook (as of 5 April 2022) 3/4 75
Jeanette Horan 5/6 83
Edward Kozel 6/6 100
Average attendance (%) 92
The Committee consists of a minimum of
three members of the Board who meet all
applicable independence, financial literacy
and other requirements as stipulated by
Finnish law and the rules of Nasdaq Helsinki
and the NYSE. As of 5 April 2022, the Audit
Committee has consisted of the following five
members of the Board: Carla Smits-Nusteling
(Chair), Thomas Dannenfeldt, Lisa Hook,
Jeanette Horan and Edward Kozel.
The Committee is responsible for assisting
the Board in the oversight of:
■ the quality and integrity of the Company’s
financial and non-financial reporting and
related disclosures;
■ the statutory audit of the Company’s
financial statements; including the
sustainability reporting therein;
■ the external auditor’s qualifications and
independence;
■ the performance of the external auditor
subject to the requirements of Finnish law;
■ the performance of the Company’s internal
controls, risk management and the
assurance function;
■ the performance of the internal audit
function;
■ the Company’s compliance with legal and
regulatory requirements, including the
performance of its ethics and compliance
program;
■ the monitoring and assessment of any
related party transactions;
■ the pension liabilities and taxation of the
Company; and
■ the processes and management related
to the cybersecurity of the Company,
including IT and services security.
In discharging its oversight role, the Audit
Committee has full access to all Company
books, records, facilities and personnel. The
Audit Committee also maintains procedures
for the receipt, retention and treatment of
complaints received by Nokia regarding
accounting, internal controls, or auditing
matters and for the confidential, anonymous
submission by our employees of concerns
relating to accounting or auditing matters.
Nokia’s disclosure controls and procedures,
which are reviewed by the Audit Committee
and approved by the President and CEO and
the Chief Financial Officer, as well as the
internal controls over financial reporting, are
designed to provide reasonable assurance
regarding the quality and integrity of Nokia’s
financial statements and related disclosures.
For further information on internal control
over financial reporting, refer to “Risk
management, internal control and internal
audit functions at Nokia–Description of
internal control procedures in relation to
the financial reporting process”.
Under the Finnish Companies Act, an external
auditor is elected by a simple majority vote
of the shareholders at the Annual General
Meeting for one year at a time. The Audit
Committee prepares the proposal to the
shareholders, upon its evaluation of the
qualifications and independence of the
external auditor, of the nominee for election
or re-election. Under Finnish law, the fees of
the external auditor are also approved by the
shareholders by a simple majority vote at the
Annual General Meeting. The Committee
prepares the proposal to the shareholders in
respect of the fees of the external auditor,
and approves the external auditor’s annual
audit fees under the guidance given by the
Annual General Meeting. For information
about the fees paid to Nokia’s external
auditor, Deloitte Oy, during 2022 refer to
“Auditor fees and services” below.
The Board has determined that all members
of the Audit Committee, including its Chair,
Carla Smits-Nusteling, are “audit committee
financial experts” as defined in the
requirements of Item 16A of the Annual
Report on Form 20-F filed with the U.S.
Securities and Exchange Commission (SEC).
Carla Smits-Nusteling and each of the other
members of the Audit Committee are
“independent directors” as defined by Finnish
law, the Finnish Corporate Governance Code
and in Section 303A.02 of the NYSE Listed
Company Manual.
The Audit Committee meets a minimum of
four times a year. The Committee meets
separately with the representatives of Nokia’s
management, heads of the internal audit,
and ethics and compliance functions, and
the external auditor in connection with each
regularly scheduled meeting. The head of the
internal audit function has, at all times, direct
access to the Audit Committee, without the
involvement of management.
Audit Committee pre-approval policies
and procedures
The Audit Committee of the Board is
responsible, among other matters, for
oversight of the external auditor’s
independence, subject to the requirements
of applicable legislation. The Audit Committee
has adopted a policy regarding an approval
procedure of audit services performed by
the external auditors of the Nokia Group and
permissible non-audit services performed
by the principal external auditor of the
Nokia Group (the “Pre-approval Policy”).
Under the Pre-approval Policy, proposed
services either: (i) may be pre-approved by
the Audit Committee in accordance with
certain service categories described in the
Pre-approval Policy (general pre-approval);
or (ii) require the specific pre-approval of the
Audit Committee (specific pre-approval).
The Pre-approval Policy sets out the audit,
audit-related, tax and other services that have
received the general pre-approval of the Audit
Committee. All other audit, audit-related
(including services related to internal controls
and significant mergers and acquisitions
projects), tax and other services are subject to
specific pre-approval by the Audit Committee.
All service requests concerning generally
pre-approved services are submitted to an
appointed Audit Committee delegate within
management, who determines whether the
services are within the generally pre-approved
services. The Pre-approval Policy is subject
to annual review by the Audit Committee.
The Audit Committee establishes budgeted
fee levels annually for each of the categories
of audit and non-audit services that are
pre-approved under the Pre-approval Policy,
namely, audit, audit-related, tax and other
services. At each regular meeting of the Audit
Committee, the auditor provides a report in
order for the Audit Committee to review the
services that the auditor is providing, as well
as the cost of those services.
13 |
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| The Committee consists of three to five
members of the Board who meet all
applicable independence requirements
as stipulated by Finnish law and the rules
of Nasdaq Helsinki and the NYSE. As of
5 April 2022 the Corporate Governance and
Nomination Committee has consisted of the
following four members of the Board: Kai
Öistämö (Chair), Sari Baldauf, Bruce Brown
and Carla Smits-Nusteling.
The Committee fulfills its responsibilities by:
■ actively identifying individuals qualified to
be elected members of the Board as well as
considering and evaluating the appropriate
level and structure of director
remuneration;
The Committee consists of a minimum of
three members of the Board who meet all
applicable independence requirements as
stipulated by Finnish law and the rules of
Nasdaq Helsinki and the NYSE. As of 5 April
2022 the Personnel Committee has consisted
of the following four members of the Board:
Bruce Brown (Chair), Sari Baldauf, Thomas
Dannenfeldt and Søren Skou.
The Committee has overall responsibility for
evaluating, resolving and making
recommendations to the Board regarding:
■ preparing the Remuneration Policy and the
Remuneration Report;
■ compensation and terms of employment
of the Company’s senior management;
■ preparing and evaluating the principles
regarding Board diversity;
■ preparing proposals to the shareholders
on the director nominees for election at
the general meetings as well as director
remuneration;
■ monitoring significant developments in the
law and practice of corporate governance,
including the sustainability-related
governance trends and of the directors’
duties and responsibilities;
■ assisting the Board and each Committee
of the Board in its annual performance
evaluations, including establishing criteria
to be applied in connection with such
evaluations;
■ human capital management;
■ all equity-based plans;
■ incentive compensation plans, policies
and programs of the Company affecting
executives; and
■ possible other significant incentive plans.
The Committee is responsible for preparing
the Remuneration Policy, including Nokia’s
compensation philosophy and principles and
ensuring that the Company’s compensation
programs are performance-based, designed
to contribute to long-term shareholder value
creation in line with shareholders’ interests,
properly motivate management, are aligned
with the Remuneration Policy as well as
support overall corporate strategies.
■ developing and administering Nokia’s
Corporate Governance Guidelines and
giving recommendations regarding them
to the Board; and
■ reviewing Nokia’s disclosure in the
corporate governance statement.
The Committee has the power and practice
to appoint a recruitment firm to identify
appropriate new director candidates.
The Committee also oversees human capital
management and periodically reviews the
personnel policies and practices of Nokia
related to human capital management
and social responsibilities relating to its
employees, including Company culture,
physical safety, employee wellbeing, morale,
diversity, equity and inclusion, talent
management and development, succession
planning, resourcing, recruiting, attrition,
retention and employee engagement.
The Corporate Governance and Nomination Committee
The following table sets forth the members of the Corporate Governance and Nomination Committee and their meeting attendance in 2022:
Member
Attendance
(meetings) Attendance %
Kai Öistämö (Chair) (as of 5 April 2022) 3/3 100
Sari Baldauf 4/4 100
Bruce Brown 4/4 100
Carla Smits-Nusteling 4/4 100
Kari Stadigh (until 5 April 2022) 1/1 100
Average attendance (%) 100
The Personnel Committee
The following table sets forth the members of the Personnel Committee and their meeting attendance in 2022:
Member
Attendance
(meetings) Attendance %
Bruce Brown (Chair) 5/5 100
Sari Baldauf 5/5 100
Thomas Dannenfeldt (as of 5 April 2022) 4/4 100
Søren Skou 4/5 80
Kari Stadigh (until 5 April 2022) 1/1 100
Average attendance (%) 96
14 |
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| The Committee consists of a minimum of
three members of the Board who meet
applicable independence requirements as
stipulated by Finnish law and the rules of
Nasdaq Helsinki and the NYSE and have such
skills in innovation, technology and science
matters as the Board determines adequate
from time to time. As of 5 April 2022 the
Technology Committee has consisted of the
following five members of the Board: Edward
Kozel (Chair), Bruce Brown, Jeanette Horan,
Thomas Saueressig and Kai Öistämö.
In its dialogue with and provision of opinions
and advice to the management, the
Committee will periodically review:
■ the Company’s technological
competitiveness and new strategic
technology initiatives as well as market
trends, considering both organic as well
as inorganic options to retain or attain
competitiveness;
■ the Company’s approach to major
technological innovations;
■ key technology trends that may result in
disruptive threats or opportunities and
the proposals on how to adequately
address them;
■ high-level risks and opportunities
associated with the Company’s Research
and Development Programs;
■ embedding sustainability in the technology
roadmaps; and
■ the processes and management related
to the cybersecurity of the Company,
including product and customer security.
The Technology Committee
The following table sets forth the members of the Technology Committee and their meeting attendance in 2022:
Member
Attendance
(meetings) Attendance %
Edward Kozel (Chair) 5/5 100
Bruce Brown 5/5 100
Jeanette Horan 5/5 100
Thomas Saueressig (as of 5 April 2022) 3/3 100
Kai Öistämö (as of 5 April 2022) 3/3 100
Thomas Dannenfeldt (until 5 April 2022) 2/2 100
Average attendance (%) 100
Group Leadership Team and the President and CEO
The Group Leadership Team is responsible for the operative management of Nokia. The Group Leadership Team is chaired by the President and
CEO. The President and CEO’s rights and responsibilities include those allotted to the President under Finnish law.
On 31 December 2022, the Group Leadership Team consisted of 10 members, including the President and CEO, representing six different
nationalities. In total 30% of the Group Leadership Team members were female. In addition to biographical information of the Group Leadership
team members, the table below sets forth the number of shares and ADSs held by the members as at 31 December 2022, a total of 3 612 050
Nokia shares. These holdings represented approximately 0.06% of our total shares and voting rights excluding shares held by the Nokia Group.
Name Position Gender Year of birth Nationality On GLT since Shares(1) ADSs(1)
Pekka Lundmark President and CEO Male 1963 Finnish 2020 1 289 304
Nishant Batra Chief Strategy and Technology Officer Male 1978 Indian 2021 507 531
Ricky Corker Chief Customer Experience Officer Male 1967 Australian 2019 361 554
Federico Guillén President of Network Infrastructure Male 1963 Spanish 2016 406 408
Amy Hanlon-Rodemich Chief People Officer Female 1972 American 2022 –
Jenni Lukander President of Nokia Technologies Female 1974 Finnish 2019 76 788
Raghav Sahgal President of Cloud and
Network Services
Male 1962 American 2020 473 310
Melissa Schoeb Chief Corporate Affairs Officer Female 1968 American 2021 127 342
Tommi Uitto President of Mobile Networks Male 1969 Finnish 2019 139 559
Marco Wirén Chief Financial Officer Male 1966 Finnish/Swedish 2020 230 254
{1) At 31 December 2022, no ADSs were held by the Group Leadership Team members. The number of shares or ADSs includes shares and ADSs received as compensation as well as shares and ADSs
acquired through other means. Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.
At present, our Group Leadership Team consists of 11 members, following the appointment of Esa Niinimäki as Chief Legal Officer in January
2023. The current Group Leadership Team has a representation of six different nationalities and 27% of the members are female.
15 |
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| Biographical details of the current members
of the Nokia Group Leadership Team
Pekka Lundmark
b. 1963
President and Chief Executive Officer (CEO)
since 2020. Rejoined Nokia in 2020.
Master of Science, Department of Technical
Physics, Helsinki University of Technology,
Finland.
President and CEO, Fortum Corporation,
2015–2020. President and CEO, Konecranes
Plc, 2005–2015 and Group Executive Vice
President 2004–2005. President and CEO,
Hackman Oyj, 2002–2004. Managing Partner,
Startupfactory 2000–2002. Various executive
positions at Nokia 1990–2000.
Commissioner, Broadband Commission for
Sustainable Development. Member of the
Board, Research Institute of the Finnish
Economy (ETLA) and Finnish Business and
Policy Forum (EVA). International Member
of the Academy, Royal Swedish Academy
of Engineering Sciences (IVA). Member
of the Board, Finnish Athletics Federation.
Chairman of the Board, Confederation of
Finnish Industries 2019–2020. Member of
the Board, East Office of Finnish Industries
2009–2020. Chairman of the Board, Finnish
Energy 2016–2018.
Nishant Batra
b. 1978
Chief Strategy and Technology Officer (CSTO).
Group Leadership Team member since 2021.
Joined Nokia in 2021.
MBA from INSEAD. Master’s degrees in
Telecommunications and in Computer
Science, Southern Methodist University,
Dallas, the United States. Bachelor’s degree in
Computer Applications, Devi Ahilya University,
Indore, Madhya Pradesh, India.
Executive Vice President and Chief Technology
Officer, Veoneer Inc. 2018–2021. Prior to
Veoneer Inc. held several senior positions at
Ericsson 2006–2018 in the United States,
Sweden and India.
Member of the Board of Directors of Sensys
Gatso Group 2020–2022.
Ricky Corker
b. 1967
Chief Customer Experience Officer (CCXO).
Group Leadership Team member since 2019.
Joined Nokia in 1993.
Bachelor in Communications and Electronic
Engineering from the Royal Melbourne
Institute of Technology, Australia.
President of Customer Operations, Americas,
Nokia 2019–2020. Executive Vice President
and President of North America, Nokia
2011–2018. Head of Asia Pacific, Nokia
Siemens Networks 2009–2011. Head of Asia
North Region, Nokia Siemens Networks
2008–2009. Head of Hutchison Global
Customer Business Team, Nokia Siemens
Networks 2007–2008. Vice President Asia
Pacific, Nokia Networks 2005–2007. Lead
Sales Director Asia Pacific, Nokia Networks
2004–2005. Account Director Telstra, Nokia
Networks 2002–2003. Account Director
Vodafone Australia and New Zealand, and
Sales Director Vodafone Asia Pacific Customer
Business Team, Nokia Networks 2001–2002.
Commercial Director Global Accounts British
Telecom, Nokia Networks 2001. Senior sales
and marketing positions at Nokia 1993–2001.
Federico Guillén
b. 1963
President of Network Infrastructure. Group
Leadership Team member since 2016.
Joined Nokia in 2016.
Degree in Telecommunications Engineering,
ETSIT at Universidad Politécnica de Madrid,
Spain. Master’s degree in Switching &
Communication Architectures, ETSIT at
Universidad Politécnica de Madrid, Spain.
Master’s Degree in International Management,
ESC Lyon and Alcatel, France.
President of Customer Operations, Europe,
Middle East & Africa and Asia Pacific, Nokia
2018–2020. President of Fixed Networks,
Nokia 2016–2018. President of Fixed
Networks, Alcatel-Lucent 2013–2016.
President and Chief Senior Officer of
Alcatel-Lucent Spain and Global Account
Manager Telefónica, Alcatel-Lucent
2009–2013. Vice President Sales of
Vertical Market Sales in Western Europe,
Alcatel-Lucent 2009. Head of Regional
Support Center, Fixed Access Division for
South Europe, Middle East & Africa, India and
Caribbean & Latin America, Alcatel-Lucent
2007–2009. President and Chief Senior
Officer, Alcatel Mexico and Global Account
Manager, Telmex 2003–2007. Various R&D,
portfolio and sales management positions
with Telettra in Spain, and with Alcatel in
Spain, Belgium and the United States
1989–2003.
Pekka Lundmark
Federico Guillén
Ricky Corker
Nishant Batra
16 |
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| Amy Hanlon-Rodemich
b. 1972
Chief People Officer (CPO). Group Leadership
Team member since 2022. Joined Nokia
in 2022.
Master of Human Resources and
Organizational Development, University of
San Francisco, the United States. Bachelor
of Arts in English, Tufts University, Boston,
the United States.
Chief People Officer, GlobalLogic, a Hitachi
Group Company 2019–2022. Vice President,
Human Resources, Synopsys, Inc. 2017–2019.
Executive Vice President, People Success,
Milestone Technologies 2016–2017. Director
and Global HR Head, Yahoo 2013–2016.
Various positions such as Senior HR Business
Partner, Senior Manager, Director, Global
Talent Development Operations, VMware
2004–2013. Employee Relations Specialist,
Technology Credit Union 2003–2004.
Human Resources Manager, CAT Technology
2000–2003. Manager, Staffing Programs,
Inktomi Corporation 1996–2000.
Member of the Board, Exceptional Women
Awardees Foundation. Advisory Board
member, Topia, Inc. Advisory Board Member,
BrightPlan. Co-Chair and Governing Board
Member, CHRO Executive Summit (Evanta).
Board Member, Bay Area Executive
Development Network.
Jenni Lukander
b. 1974
President of Nokia Technologies. Group
Leadership Team member since 2019.
Joined Nokia in 2007.
Master of Laws, University of Helsinki, Finland.
Senior Vice President, Head of Patent
Business, Nokia 2018–2019. Vice President,
Head of Patent Licensing, Nokia 2018. Vice
President, Head of Litigation and Competition
Law, Nokia 2016–2018. Director, Head of
Regulatory and Competition Law, Nokia
2015–2016. Director, Head of Competition
Law, Nokia 2011–2015. Senior Legal Counsel,
Nokia 2007–2011. Visiting lawyer, Nokia 2001.
Lawyer, Roschier Ltd. 1999–2007.
Esa Niinimäki
b. 1976
Chief Legal Officer (CLO) and Board Secretary.
Group Leadership Team member since 2023.
Joined Nokia in 2007.
Master of Laws, Fordham University, School
of Law, New York, the United States. Master
of Laws, University of Helsinki, Finland.
Interim Chief Legal Officer, Nokia 2022–2023.
Deputy Chief Legal Officer, Vice President,
Corporate Legal and Board Secretary, Nokia
2018–2023. General Counsel, Global Services,
Nokia 2015–2018. Head of Corporate Legal,
Nokia Solutions and Networks and Head of
Finance & Labor Legal, Nokia 2013–2015.
Senior Legal Counsel, Legal and IP, India,
Middle East and Africa, Nokia 2012–2013.
(Senior) Legal Counsel, Corporate Legal,
Nokia 2007–2011. Group Legal Counsel,
Metsä Group 2005–2007. Associate Lawyer,
White & Case LLP 2003–2005.
Member of the Market Practice Board of
Securities Market Association, Finland;
the Advisory Board of the Finnish Listed
Companies; the Legal Affairs Committee
of the Confederation of Finnish Industries
and the Policy Committee of the Directors’
Institute of Finland.
Raghav Sahgal
b. 1962
President of Cloud and Network Services.
Group Leadership Team member since 2020.
Joined Nokia in 2017.
Master of Science in Computer Systems
Management, University of Maryland, the
United States. Bachelor of Science in
Computer Engineering, Tulane University,
New Orleans, the United States. Executive
Business Certificate in General Management,
Harvard University, the United States.
President of Nokia Enterprise 2020. Senior
Vice President, Nokia Software 2017–2020.
President, NICE Ltd. Asia Pacific and the Middle
East 2010–2017. Advisory Board Member,
Orga Systems 2010–2014. Vice President,
Communications Business Unit, Asia Pacific &
Japan, Oracle 2008–2010. Chief Business
Officer, Comverse 2005–2006. Executive
Vice President, Asia Pacific, CSG 2002–2005.
Vice President, Software Products Group Asia
Pacific, Lucent Technologies 2000–2002.
Melissa Schoeb
b. 1968
Chief Corporate Affairs Officer (CCAO).
Group Leadership Team member since 2021.
Joined Nokia in 2021.
Bachelor of Arts in International Relations
and Spanish, University of Mary Washington,
Virginia, the United States. Fellowship
Recipient, Four Freedoms Foundation,
Rome, Italy.
Vice President, Corporate Affairs, Occidental
2017–2021. Vice President, Communications
and Public Affairs, Occidental 2012–2017.
Senior Director, Communications and Public
Affairs, Occidental 2007–2012. Senior Vice
President and Senior Partner, General
Manager and other senior positions,
FleishmanHillard 2002–2007. Director of
Global Communications, Nortel Networks
2000–2002. Vice President, Technology,
FleishmanHillard 1998–2000. Business
Director, The VenCom Group Inc. 1995–1997.
Consultant, London, the United Kingdom
and Washington D.C., the United States,
Gemini Consulting 1991–1995.
Member of the Arthur Page Society and
The Seminar. Member of Mary Washington
University College of Business Executive
Advisory Board.
Esa Niinimäki
Amy Hanlon-Rodemich
Jenni Lukander
Melissa Schoeb
Raghav Sahgal
17 |
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| Tommi Uitto
b. 1969
President of Mobile Networks. Group
Leadership Team member since 2019.
Joined Nokia in 1996.
Master’s degree in industrial management,
Helsinki University of Technology, Finland.
Master’s degree in operations management,
Michigan Technological University, the
United States.
Senior Vice President, Global Product Sales,
Mobile Networks, Nokia 2016–2018. Senior
Vice President, Global Mobile Broadband
Sales, Customer Operations, Nokia Networks
2015–2016. Senior Vice President, West
Europe, Customer Operations, Nokia
Networks 2013–2015. Head of Radio Cluster
(Senior Vice President), Mobile Broadband,
Nokia Siemens Networks 2012–2013. Head of
Global LTE Radio Access Business Line (Vice
President) and Quality, Mobile Broadband
Nokia Siemens Networks, 2011–2012. Head
of Product Management, Network Systems,
Nokia Siemens Networks 2010. Head of
Product Management, Radio Access, Nokia
Siemens Networks 2009. Head of WCDMA/
HSPA and Radio Platforms Product
Management, Nokia Siemens Networks 2008.
Head of WCDMA/HSPA Product Line
Management, Nokia Siemens Networks 2007.
General Manager, Radio Controller Product
Management Nokia Networks, 2005–2007.
Director, Sales & Marketing (Lead Sales
Director), France Telecom/Orange Nokia
Networks 2002–2005. Operations Director,
Northeast Europe, Central & Eastern Europe
and Middle East, Nokia Networks 1999–2002.
Marco Wirén
b. 1966
Chief Financial Officer (CFO). Group
Leadership Team member since 2020.
Joined Nokia in 2020.
Master’s degree in Business Administration,
University of Uppsala, Sweden. Studies in
management and strategic leadership,
including at Duke Business School, the United
States; IMD, Switzerland and Stockholm
School of Economics, Sweden.
President, Wärtsilä Energy and Executive
Vice President, Wärtsilä Group 2018–2020.
Executive Vice President and CFO, Wärtsilä
Group 2013–2018. Executive Vice President
and CFO, SSAB Group 2008–2013. Vice
President, Business Control, SSAB Group
2007–2008. CFO, Eltel Networks 2006–2007.
Vice President of Business development,
Eltel Networks 2004–2005. Head of Service
Division, Eltel Networks 2003–2004. Vice
President, Corporate Development, Eltel
Networks 2002–2003. Vice President,
Strategy & Business Development, NCC Group
1999–2002. Head of Strategic Planning, NCC
Group 1998–1999. Group Controller, NCC
Group 1996–1998.
Vice Chair of the Board of Directors of Neste
Corporation 2019–2023 and member of the
Board of Directors of Neste Corporation
2015–2023.
Summary of changes in the Group
Leadership Team in 2022 and thereafter
The following members stepped down from
the Group Leadership Team:
■ Stephanie Werner-Dietz; Chief People
Officer, as of 31 August 2022; and
■ Nassib Abou-Khalil, Chief Legal Officer,
as of 6 October 2022.
The Group Leadership Team was
complemented with two new appointments:
■ Amy Hanlon-Rodemich, Chief People
Officer, effective as of 24 October 2022;
and
■ Esa Niinimäki, Chief Legal Officer, effective
as of 25 January 2023.
Marco Wirén
Tommi Uitto
18 |
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| Risk management, internal
control and internal audit
functions at Nokia
Main features of risk
management systems
We have a systematic and structured
approach to risk management. Key risks and
opportunities are primarily identified against
business targets either in business operations
or as an integral part of strategy and financial
planning. Risk management covers strategic,
operational, financial, compliance and hazard
risks. Key risks and opportunities are analyzed,
managed and monitored as part of business
performance management.
The principles documented in the Nokia
Enterprise Risk Management Policy, which is
approved by the Audit Committee of the
Board, require risk management and its
elements to be integrated into key processes.
One of the core principles is that the business
or function head is also the risk owner,
although all employees are responsible for
identifying, analyzing and managing risks,
as appropriate, given their roles and duties.
Our overall risk management concept is based
on managing the key risks that would prevent
us from meeting our objectives, rather than
focusing on eliminating all risks. In addition to
the principles defined in the Nokia Enterprise
Risk Management Policy, other key policies
reflect implementation of specific aspects
of risk management.
Overseeing risk is an integral part of the
Board’s deliberations. Key risks and
opportunities are reviewed by the Group
Leadership Team and the Board in order to
create visibility on business risks as well as
to enable prioritization of risk management
activities. The Board’s Audit Committee
is responsible for, among other matters,
risk management relating to the financial
reporting process and assisting the Board’s
oversight of the risk management function.
The Board’s role in overseeing risk includes
risk analysis and assessment in connection
with financial, strategy and business reviews,
updates and decision-making proposals.
Description of internal control
procedures in relation to the financial
reporting process
The management is responsible for
establishing and maintaining adequate
internal control over Nokia’s financial
reporting. Our internal control over financial
reporting is designed to provide reasonable
assurance to the management and the Board
regarding the reliability of financial reporting
and the preparation and fair presentation of
published financial statements.
The management conducts a yearly
assessment of Nokia’s internal controls over
financial reporting in accordance with the
Committee of Sponsoring Organizations
framework (the “COSO framework”, 2013)
and the Control Objectives for Information
and Related Technology (COBIT) framework
of internal controls. The assessment is
performed based on a top-down risk
assessment of our financial statements
covering significant accounts, processes
and locations, corporate-level controls
and information systems’ general controls.
As part of its assessment, the management
has documented:
■ the corporate-level controls, which create
the “tone from the top” containing the
Nokia values and Code of Conduct and
which provide discipline and structure
to decision-making processes and ways
of working. Selected items from our
operational mode and governance
principles are separately documented
as corporate-level controls;
■ the significant processes: (i) give a complete
end-to-end view of all financial processes;
(ii) identify key control points; (iii) identify
involved organizations; (iv) ensure coverage
for important accounts and financial
statement assertions; and (v) enable
internal control management within Nokia;
■ the control activities, which consist of
policies and procedures to ensure the
management’s directives are carried out
and the related documentation is stored
according to our document retention
practices and local statutory requirements;
and
■ the information systems’ general controls
to ensure that sufficient IT general controls,
including change management, system
development and computer operations,
as well as access and authorizations,
are in place.
Further, the management has also:
■ assessed the design of the controls in
place aimed at mitigating the financial
reporting risks;
■ tested operating effectiveness of all key
controls; and
■ evaluated all noted deficiencies in internal
controls over financial reporting in the
interim and as of year-end.
In 2022, Nokia has followed the procedures
as described above and has reported on
the progress and assessments to the
management and to the Audit Committee
of the Board on a quarterly basis.
Description of the organization of the
internal audit function
We also have an internal audit function
that examines and evaluates the adequacy
and effectiveness of our system of internal
control. Internal audit reports to the Audit
Committee of the Board. The head of the
internal audit function has direct access to
the Audit Committee, without involvement of
the management. The internal audit staffing
levels and annual budget are approved by the
Audit Committee. All authority of the internal
audit function is derived from the Board.
The internal audit aligns to the business
by business group and function.
Annually, an internal audit plan is developed
with input from the management, taking into
account key business risks and external
factors. This plan is approved by the Audit
Committee. Audits are completed across the
business focusing on site level, customer
level, business project level, IT system
implementation, IT security, operations
activities or at a Group function level. The
results of each audit are reported to the
management identifying issues, financial
impact, if any, and the correcting actions to
be completed. Quarterly, the internal audit
function communicates the progress of the
internal audit plan completion, including
the results of the closed audits, to the
Audit Committee.
Internal audit also works closely with our
Ethics and Compliance office to review any
financial concerns brought to light from
various channels and, where relevant, works
with Enterprise Risk Management to ensure
priority risk areas are reviewed through audits.
In 2022, the internal audit plan was materially
completed. Due to some continued COVID-19
impacts, a small number of audits had to
be rescheduled to 2023. The results of all
completed reviews, as well as the rescheduling
to 2023 were reported to management and
to the Audit Committee.
Related party transactions
We determine and monitor related parties in
accordance with the International Accounting
Standards (IAS 24, Related Party Disclosures)
and other applicable regulations including
the applicable U.S. securities laws. We
maintain information on our related parties
as well as monitor and assess related party
transactions. As a main principle, all
transactions should be conducted at
arm’s-length and as part of the ordinary
course of business. In exceptional cases where
these principles would be deviated from,
Nokia would set up a separate process to
determine the related parties in question and
to seek relevant approvals in accordance with
internal guidelines and applicable regulations.
19 |
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| Main procedures relating to
insider administration
Our insider administration is organized
according to the applicable European Union
and Finnish laws and regulations as well as
applicable U.S. securities laws and regulations.
In addition, the Board of Directors has
approved the Nokia Insider Policy, which sets
out Nokia-wide rules and practices to ensure
full compliance with applicable rules and that
inside information is recognized and treated
in an appropriate manner and with the highest
integrity. The Nokia Insider Policy is applicable
to all directors, executives and employees
of Nokia.
Persons discharging managerial
responsibilities
Nokia has identified members of the Board
of Directors and the Group Leadership Team
as persons discharging managerial
responsibilities who, along with persons
closely associated with them, are required
to notify Nokia and the Finnish Financial
Supervisory Authority of their transactions
with Nokia’s financial instruments. Nokia
publishes the transaction notifications.
In addition, according to the Nokia Insider
Policy, persons discharging managerial
responsibilities are obligated to clear with
the Head of Corporate Legal a planned
transaction in Nokia’s financial instruments in
advance. It is also recommended that trading
and other transactions in Nokia’s financial
instruments are carried out in times when
the information available to the market is as
complete as possible.
Closed window
Persons discharging managerial
responsibilities are subject to a closed window
period of 30 calendar days preceding the
disclosure of Nokia’s quarterly or annual
result announcements, as well as the day
of the disclosure. During the closed window
period, persons discharging managerial
responsibilities are prohibited from dealing
in Nokia’s financial instruments.
Nokia has imposed this closed window period
also on separately designated financial
reporting persons who are recurrently
involved with the preparation of Nokia’s
quarterly and annual results announcements.
These persons are separately notified
of their status as designated financial
reporting persons.
Insider registers
Nokia does not maintain a permanent
insider register. Insiders are identified on a
case-by-case basis for specific projects and
are notified of their insider status. Persons
included in a project-specific insider register
are prohibited from dealing in Nokia’s
financial instruments until the project ends
or is made public.
Supervision
Our insider administration’s responsibilities
include internal communications related
to insider matters and trading restrictions,
setting up and maintaining our insider
registers, arranging related trainings as well
as organizing and overseeing compliance
with the insider rules.
Violations of the Nokia Insider Policy must
be reported to the Head of Corporate Legal.
Nokia employees may also use channels
stated in the Nokia Code of Conduct for
reporting incidents involving suspected
violations of the Nokia Insider Policy.
Auditor fees and services
Deloitte Oy, based in Helsinki, Finland, served as our auditor for the financial year ended 31 December 2022 and for the financial year ended
31 December 2021. The auditor is elected annually by our shareholders at the Annual General Meeting for the financial year commencing next
after the election. On an annual basis, the Audit Committee of the Board prepares a proposal to the shareholders regarding the appointment
of the auditor based upon its evaluation of the qualifications and independence of the auditor to be proposed for election.
The following table presents fees by type paid to Deloitte’s network of firms for the years ended 31 December:
EURm 2022 2021
Audit fees(1) 22.7 22.0
Audit-related fees(2) 0.8 1.9
Tax fees(3) 0.4 0.2
All other fees(4) 0.2 0.1
Total 24.1 24.2
(1) Audit fees consist of fees incurred for the annual audit of the Group’s consolidated financial statements and the statutory financial statements of the Group’s subsidiaries.
(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Group’s financial statements or that are
traditionally performed by the independent auditor, and include consultations concerning financial accounting and reporting standards; advice and assistance in connection with local statutory
accounting requirements; due diligence related to mergers and acquisitions; and audit procedures in connection with investigations in the pre-litigation phase and compliance programs. They also
include fees billed for other audit services, which are those services that only the independent auditor can reasonably provide, and include the provision of comfort letters and consents in connection
with statutory and regulatory filings and the review of documents filed with the SEC and other capital markets or local financial reporting regulatory bodies.
(3) Tax fees include fees billed for: (i) services related to tax compliance including preparation and/or review of tax returns, preparation, review and/or filing of various certificates and forms and consultation
regarding tax returns and assistance with revenue authority queries; compliance reviews, advice and assistance on other indirect taxes; and transaction cost analysis; (ii) services related to tax audits; (iii)
services related to individual compliance (preparation of individual tax returns and registrations for employees (non-executives), assistance with applying visa, residency, work permits and tax status for
expatriates); (iv) services related to technical guidance on tax matters; (v) services related to transfer pricing advice and assistance with tax clearances; and (vi) tax consultation and planning (advice on
stock-based remuneration, local employer tax laws, social security laws, employment laws and compensation programs and tax implications on short-term international transfers).
(4) Other fees include fees billed for Company establishments; liquidations; forensic accounting, data security, other consulting services and reference materials and services.
20 |
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| Nokia Corporation
Remuneration
Report 2022
Exhibit 99.3 |
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| Remuneration Report 2022
Introduction
This Remuneration Report (the Report) of Nokia Corporation (Nokia or Company) has been approved by the Company’s Board of Directors
to be presented to the Annual General Meeting 2023. The resolution of the Annual General Meeting on the Report is advisory. The Report
presents the remuneration of the members of the Board of Directors and the President and CEO for the financial year 2022 in accordance
with the Finnish Decree of the Ministry of Finance 608/2019, the Finnish Corporate Governance Code of 2020 as well as other applicable
Finnish laws and regulations.
The members of the Board of Directors and the President and CEO have been remunerated in accordance with our approved Remuneration
Policy during the financial year 2022. No temporary or other deviations from the Policy have been made and no clawback provisions have
been exercised during the financial year 2022.
In 2022, our remuneration structure promoted the Company’s long-term financial success by setting the performance criteria for short-and long-term incentives to support the Company’s short- and long-term goals, as well as through shareholding requirements set for
the President and CEO and the Board members. Aligned with Nokia’s pay-for-performance remuneration principle, performance-based
compensation was emphasized over fixed base salary. The setting and application of the performance criteria for incentive programs
executed the philosophy of pay-for-performance and supported the delivery of the corporate strategy as well as the creation of long-term
sustainable shareholder value.
The table below compares the development of the remuneration of our Board of Directors, President and CEO, average employee pay and
the Company performance.
Year
Aggregate remuneration
of the Board of
Directors (EUR)(1)
President and
CEO actual
remuneration (EUR)
Average Salaries
and Wages (EUR)(3) Net sales (EURm)
Total Shareholder Return
(Rebased to 100 at
31 Dec 2017)(4)
2018 2 203 000 4 651 009 63 220 22 563 85.92
2019 2 219 000 3 897 625 61 980 23 315 57.48
2020 2 016 000 3 587 781(2) 65 787 21 852 54.95
2021 1 821 000 4 908 244 70 411 22 202 132.63
2022 2 280 000 4 316 606 74 100 24 911 119.31
(1) Aggregate total remuneration paid to the members of the Board during the financial year as annual fee and meeting fee, as applicable, and as approved by general meetings of shareholders.
The value depends on the number of members elected to the Board for each term as well as on the composition of the Board committees and travel required.
(2) The President and CEO actual remuneration represents the combined total in 2020, when Pekka Lundmark replaced Rajeev Suri.
(3 Average salaries and wages are based on average employee numbers and their total salaries and wages as reported in the Company’s financial statements.
(4) Total shareholder return on last trading day of the previous year.
We also present this data graphically:
Comparative data (rebased year end 2017 = 100)
0
50%
100%
150%
Remuneration of the Board of Directors
President and CEO actual remuneration
Average salaries and wages
Net sales
Total Shareholder Return
2017 2018 2019 2020 2021 2022
While the graph reflects the euro values paid during each financial year, in practice the Board members’ remuneration closely aligns with
the performance of the Company and the total shareholder return. Approximately 40% of the Board members’ annual fees are paid in
Nokia shares purchased from the market on their behalf. The rest of the annual fee was paid in cash, most of which is typically used to
cover taxes arising from the remuneration. All members of the Board were non-executive during the financial years 2018–2022.
The pay-for-performance remuneration principle applied to the President and CEO as well as the shareholding requirement of the
President and CEO and the Board members, as applicable, contribute to an alignment of interests with shareholders, while also promoting
and incentivizing decisions that are in the long-term interest of the Company.
02 |
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| Remuneration of the Board of Directors
The shareholders resolve annually on director remuneration at the Annual General Meeting based on a proposal made by the Board of
Directors on the recommendation of the Board’s Corporate Governance and Nomination Committee.
At the Annual General Meeting held on 5 April 2022 Kari Stadigh stepped down from the Board and the Annual General Meeting resolved
to elect 10 members to the Board. The following Board members were re-elected for a term ending at the close of the Annual General
Meeting 2023: Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, Søren Skou and Carla Smits-Nusteling.
Lisa Hook, Thomas Saueressig and Kai Öistämö were elected as new members of the Board for the same term.
The aggregate amount of compensation paid to Board members in 2022 equaled EUR 2 280 000 of which EUR 2 205 000 consisted of
annual fees and the rest of meeting fees. In accordance with the resolution by the Annual General Meeting 2022, approximately 40% of the
annual fee from Board and Board Committee work was paid in Nokia shares purchased from the market on behalf of the Board members
following the Annual General Meeting. The directors shall retain until the end of their directorship such number of shares that corresponds
to the number of shares they have received as Board remuneration during their first three years of service on the Board. The rest of the
annual fee was paid in cash. All meeting fees were also paid in cash.
It is the Company’s policy that the non-executive members of the Board do not participate in any of Nokia’s equity programs and do
not receive performance shares, restricted shares, or any other equity-based or other variable compensation for their duties as Board
members. No such variable compensation was paid since all persons acting as Board members during the financial year 2022 were
non-executive.
The following table outlines the total annual compensation paid in 2022 to the members of the Board for their services, as resolved by the
shareholders at the Annual General Meeting.
Annual fee (EUR) Meeting fees (EUR)(1)
Total
remuneration
paid (EUR)
60% of annual
fees and all
meeting fees paid
in cash (EUR)
40% of annual
fees paid in
shares (EUR)
Number of Shares
approximately 40%
of the annual fee
Sari Baldauf (Chair) 440 000 – 440 000 264 000 176 000 36 217
Søren Skou (Vice Chair) 210 000 9 000 219 000 135 000 84 000 17 285
Bruce Brown 210 000 17 000 227 000 143 000 84 000 17 285
Thomas Dannenfeldt 200 000 9 000 209 000 129 000 80 000 16 462
Lisa Hook 185 000 7 000 192 000 118 000 74 000 15 227
Jeanette Horan 195 000 – 195 000 117 000 78 000 16 050
Edward Kozel 205 000 12 000 217 000 135 000 82 000 16 874
Thomas Saueressig 180 000 7 000 187 000 115 000 72 000 14 816
Carla Smits-Nusteling 200 000 9 000 209 000 129 000 80 000 16 462
Kari Stadigh (until 5 April 2022)(2) – – – – – –
Kai Öistämö 180 000 5 000 185 000 113 000 72 000 14 816
Total 2 205 000 75 000 2 280 000 1 398 000 882 000 181 494
(1) Meeting fees include all meeting fees paid for the term that ended at the Annual General Meeting held on 5 April 2022 and meeting fees accrued and paid in 2022 for the term that began at the
same meeting.
(2) Stepped down at the Annual General Meeting on 5 April 2022 and did not receive any annual or meeting fees in 2022.
03 |
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| Remuneration of the President and CEO
The following table shows the actual remuneration received by Pekka Lundmark in 2022 and 2021. The long-term incentive figures relate
to the release of restricted shares granted on joining in respect of forfeited shares from his previous employer.
EUR 2022 Pay mix(1) 2021 Pay mix(1)
Salary 1 300 000 31% 1 300 000 27%
Short-term incentive(2) 2 342 438 56% 2 975 781 61%
Long-term incentive 560 318 13% 596 732 12%
Other compensation(3) 113 850 35 731
Total 4 316 606 4 908 244
(1) Pay mix reflects the proportions of base salary, short-term incentive and long-term incentive of total compensation, excluding other compensation.
(2) Short-term incentives represent amounts earned in respect of the financial year, but that are paid in April of the following year.
(3) Other compensation includes benefits such as telephone, car, driver, tax compliance support, and medical insurance.
Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the
President and CEO. Such payments can be characterized as defined contribution payments. In 2022, payments to the Finnish state pension
system equaled EUR 475 384 for Pekka Lundmark in respect of his service as President and CEO (EUR 314 457 for Pekka Lundmark in 2021).
No supplementary pension arrangements were offered.
Short-term incentive
The 2022 short-term incentive framework for the President and CEO was based on financial, strategic and ESG objectives. Achievement
against the 2022 targets was as follows:
Metric Weight Target Achievement
Comparable Operating Profit(1) 70% 2 885 EURm 156%
Diversity 5% Diversity of new hires 60%
Emissions Scopes 1,2 and 3 5%
293 955 tCO2e (Scopes 1 and 2)
Balanced scorecard (Scope 3) 151%
Strategic Objectives(2) 20% Individual objectives 122%
(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures, refer to ”Alternative performance measures” section.
(2) The outcome is driven by growth in Enterprise sales and projects that are important to Nokia’s future.
Accordingly, the short-term incentive of Pekka Lundmark as the President and CEO equaled EUR 2 342 438 or 144% of the target award.
Long-term incentives
In 2022, Pekka Lundmark was awarded the following Performance share awards under Nokia’s Long-term Incentive Plan 2021–2023.
The performance condition for the 2022 Performance shares is based on absolute total shareholder return and the actual achievement
will be detailed following the end of the three-year performance period.
Performance share awards(1) Units awarded
Grant date fair value
(EUR) Grant date Vesting
Awarded as regular performance share award 543 900 2 409 477 6 July 2022 Q3 2025
(1) The 2022 Performance shares have a three-year performance period based on absolute total shareholder return. The maximum payout is 200% subject to maximum performance against the
performance criterion. Vesting is subject to continued employment.
Vesting for the President and CEO during the year
The second tranche of Pekka Lundmark’s 2020 restricted share award, made to him on joining in recognition of forfeited awards from his
previous employer, vested on 1 October 2022, releasing 117 467 shares to the value of EUR 560 318.
Share awards vesting during the year Units awarded Target Achievement Units vesting
2020 Restricted Share Award Tranche 2 117 467 N/A N/A 117 467
04 |
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| Share ownership and unvested share awards
Our share ownership policy requires that the President and CEO holds a minimum of three times his or her annual base salary in Nokia
shares in order to ensure alignment with shareholder interests over the long term. Pekka Lundmark significantly exceeds this requirement
with a holding of more than four times base salary, well within the five-year allotted period.
Pekka Lundmark’s unvested shares include his 2020 and 2021 eLTI awards, the last tranche of his buy-out Restricted share award as well as
any Performance share grants made to him since joining Nokia. The payout of his 2020 eLTI and Performance shares will not be known until
later in 2023.
The eLTI is a selective arrangement offered to senior leaders in 2021 and to the president and CEO in 2020. In return for the purchase and
continued holding of Nokia shares, a 2:1 match of Nokia Performance shares was made which vest after three years subject to absolute
total shareholder return and continued employment. The maximum payout is 200% subject to maximum performance against the
performance criterion.
Pekka Lundmark Units Value(1) (EUR)
Beneficially owned shares as of 31 December 2022 1 289 304 5 578 818
Unvested shares under outstanding Nokia equity plans(2) 4 455 440 19 278 689
Total 5 744 744 24 857 507
(1) The values are based on the closing price of a Nokia share of EUR 4.327 on Nasdaq Helsinki on 30 December 2022.
(2) The number of units represents the number of unvested awards as of 31 December 2022.
President and CEO’s termination provisions are as follows:
Termination by Reason Notice Compensation
Nokia Cause None The President and CEO is entitled to no additional compensation and all
unvested equity awards would be forfeited after termination.
Nokia Reasons other
than cause
Up to 12 months The President and CEO is entitled to a severance payment equaling up to
12 months of compensation (including annual base salary, benefits, and
target incentive) and unvested equity awards would be forfeited after
termination.
President
and CEO
Any reason 12 months The President and CEO may terminate his service agreement at any time
with 12 months’ prior notice. The President and CEO would either continue
to receive salary and benefits during the notice period or, at Nokia’s
discretion, a lump sum of equivalent value. Additionally, the President and
CEO would be entitled to any short- or long-term incentives that would
normally vest during the notice period. Any unvested equity awards would
be forfeited after termination.
President
and CEO
Nokia’s material
breach of the service
agreement
Up to 12 months In the event that the President and CEO terminates his service agreement
based on a final arbitration award demonstrating Nokia’s material breach of
the service agreement, he is entitled to a severance payment equaling up to
12 months of compensation (including annual base salary, benefits and target
incentive). Any unvested equity awards would be forfeited after termination.
The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination of the
service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.
05 |
This regulatory filing also includes additional resources:
tm238335d2_ex99-1.pdf
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