Dividend
The AGM resolved that no dividend is paid for the financial
year 2020.
Composition of the Board of Directors, Board committees and
Board remuneration
The AGM resolved to elect eight members to the Board. The
following members of the Board were re-elected for the term ending at the close
of the next Annual General Meeting: Sari Baldauf, Bruce Brown, Thomas
Dannenfeldt, Jeanette Horan, Edward Kozel, Søren Skou, Carla Smits-Nusteling
and Kari Stadigh. The qualifications and career experience of the elected Board
members are available at
www.nokia.com/en_int/investors/corporate-governance/board-of-directors/meet-the-board.
In an assembly meeting that took place after the AGM, the
Board elected Sari Baldauf as Chair of the Board, and Kari Stadigh as Vice Chair
of the Board. The Board also elected the members of the four Board committees.
Carla Smits-Nusteling was elected as Chair and Thomas Dannenfeldt, Jeanette
Horan and Edward Kozel as members of the Audit Committee. Bruce Brown was
elected as Chair and Sari Baldauf, Søren Skou and Kari Stadigh as members of
the Personnel Committee. Kari Stadigh was elected as Chair and Sari Baldauf,
Bruce Brown and Carla Smits-Nusteling as members of the Corporate Governance
and Nomination Committee. Edward Kozel was elected as Chair and Bruce Brown,
Thomas Dannenfeldt and Jeanette Horan as members of the Technology Committee.
The AGM resolved that the annual fees to be paid to the
members of the Board for the term ending at the close of the next Annual General
Meeting are as follows:
- EUR 440 000 for the Chair of the Board;
- EUR 185 000 for the Vice Chair of the Board;
- EUR 160 000 for each member of the Board;
- EUR 30 000 each for the Chairs of the Audit Committee and Personnel Committee and EUR 20 000 for the Chair of the Technology Committee as an additional annual fee; and
- EUR 15 000 for each member of the Audit Committee and Personnel Committee and EUR 10 000 for each member of the Technology Committee as an additional annual fee.
The AGM also resolved to pay a meeting fee of EUR 5 000 per
meeting requiring intercontinental travel and EUR 2 000 per meeting requiring
continental travel for Board and Committee meetings to all the other Board
members except the Chair of the Board. The meeting fee would be paid for a
maximum of seven meetings per term. The AGM resolved that the members of the
Board of Directors shall be compensated for travel and accommodation expenses
as well as other costs directly related to Board and Committee work.
In addition, the AGM resolved, in line with the Company’s
Corporate Governance Guidelines, that approximately 40% of the annual fee will
be paid in Nokia shares purchased from the market, or alternatively by using
treasury shares held by the Company. The members of the Board 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 in the Board. The meeting fee and costs directly
related to the Board and Committee work will be paid in cash.
Auditor
The AGM re-elected Deloitte Oy as the auditor for Nokia for
the financial year 2022. In addition, the AGM resolved that the auditor elected
for 2022 be reimbursed based on the invoice of the auditor and in compliance
with the purchase policy approved by the Audit Committee.
Authorizations to resolve on the repurchase of the Company’s
own shares and on the issuance of shares and special rights entitling to shares
The AGM authorized the Board to resolve to repurchase a
maximum of 550 million Nokia shares. Shares may be repurchased to be cancelled,
held to be reissued, transferred further or for other purposes resolved by the
Board. The shares may be repurchased otherwise than in proportion to the shares
held by the shareholders (directed repurchase). The authorization is effective
until 7 October 2022 and it terminated the corresponding repurchase
authorization granted by the Annual General Meeting on 27 May 2020.
The AGM resolved to authorize the Board to issue a maximum
of 550 million shares through issuance of shares or special rights entitling to
shares in one or more issues. The authorization may be used to develop the
Company’s capital structure, diversify the shareholder base, finance or carry
out acquisitions or other arrangements, settle the Company’s equity-based incentive
plans, or for other purposes resolved by the Board. Under the authorization,
the Board may issue new shares or shares held by the Company. The authorization
includes the right for the Board to resolve on all the terms and conditions of
the issuance of shares and special rights entitling to shares, including
issuance of shares or special rights in deviation from the shareholders’
pre-emptive rights within the limits set by law. The authorization is effective
until 7 October 2022 and it terminated the corresponding authorization granted
by the Annual General Meeting on 27 May 2020.
Speeches and minutes of the Annual General Meeting
The speeches by the Chair of the Board, Sari Baldauf, and
the President and CEO, Pekka Lundmark, will be available on the Company’s
website www.nokia.com/agm later today.
The minutes of the AGM will be available on the same website latest on 22 April
2021.
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