Nokia – AGM 27 May 2020
AGM Covid update: the proposals to the AGM are uniform with the proposals submitted for the AGM convened by the Board of Directors on 2 March 2020 which was cancelled due to the Covid-19 pandemic. The AGM will be held without shareholders. The management of the Company will not attend the Meeting, there will be no addresses by the Board or management at the Meeting and no webcast will be provided. Pre-recorded speeches by the Chair of the Board and the President and CEO will be published on the Company's website on the day of the AGM.
ITEM 16: In view of the recent events relating to Covid-19, ECGS considers that it is not the right moment to proceed to a new share buyback programme especially when the Company cancelled the dividend distribution. Therefore, we recommend to OPPOSE.
ITEM 10: Although Nokia complies with the practices of the Finnish governance code, we believe that a company listed on 2 markets (such as Nokia which is listed in Finland and in France), should comply with best practices in both markets. This year, is the company's first "Say on Pay". Thus, shareholders will be invited to adopt Nokia's remuneration policy in a vote at this AGM. Hence, the board recommends shareholder approval to adopt Nokia's remuneration policy as part of a "Say on Pay"vote. A Remuneration Policy will be presented to the Annual General Meeting again no later than the 2024 AGM. Taking into account the excessive potential amounts the CEO could receive and maximum STI and LTI that do not comply with ECGS guidelines, we recommend to OPPOSE.
ITEM 13: Risto Siilasmaa and Olivier Piou have informed that they will no longer be available to serve on Board after the AGM. The board also proposes to elect Thomas Dannenfeldt as a Director. Slate elections are not a legal obligation in Finland, but only the general practice. We also note that, following the exchange offer of Alcatel-Lucent's shares, former shareholders of Alcatel are now shareholders of Nokia. However, they were used to voting on each board member election or renewal and now they have been denied this right. Hence, we recommend shareholders to OPPOSE.
Nokia is an Internet and communications technology company based in Finland. Co.'s operations are focused on three businesses: network infrastructure software, hardware and services, which Co. offers through Networks; location intelligence, which Co. provides through HERE; and advanced technology development and licensing, which Co. pursues through Technologies. Co. maintains a global presence with operations and Researh & Development facilities located in Europe, North America and Asia, and sales in approximately 130 countries. Co. has an installed base of around 600 customers worldwide and these operators serve over 4 billion subscribers.
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