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Compliance policies:

We do business the right way

Conflict of Interest

We act in the best interests of Nokia and use Nokia information, property and resources primarily for Nokia’s benefit and to support Nokia’s business needs.

Nokia employees must fully and promptly disclose all personal interests that might reasonably be perceived as affecting our judgment to perform our roles at Nokia or that may create an appearance of impropriety.

We avoid any activity at work or outside of work that might interfere with our obligations to Nokia or that could hurt the good reputation of Nokia.

What to watch out for

  • Financial or other interests and positions in companies that you could use to influence Nokia’s current or future business regarding those companies and their customers, consultants, or suppliers.
  • Decisions where the potentially affected parties have close personal or family relationships with you, or where you or your family might stand to benefit in a personal capacity.
  • Recruiting, hiring, or supervising family members or close personal friends, or promoting someone with whom you have such a relationship.
  • Performing outside work during Nokia business hours or using Nokia’s resources, intellectual property, or confidential information for non- Nokia-related work.
  • Serving as an officer or director of a charitable or civic organization that may obtain, or seek to obtain, funding or support from Nokia.

What you need to know

  • A conflict of interest exists where you as an employee have a personal interest that can influence or interfere with your obligations to Nokia. A conflict can be actual, potential, or perceived.
  • The mere appearance of a conflict can have negative effects, including damage to reputation, loss of trust, and damage to morale. It is important to consider how your actions might appear and to avoid the perception of a conflict of interest.
  • Having a conflict of interest, in and of itself, may not constitute wrongdoing. A conflict of interest may exist even without improper conduct, but it must be promptly disclosed and properly managed. A conflict of interest that is not promptly and fully disclosed and/or properly managed can become problematic and may cause others to question your integrity and loyalty to Nokia.

Scenario

My uncle is a supervisor at one of Nokia’s major suppliers. My position at Nokia provides me with discretion to award business to this supplier or its competitors, although others in my group provide oversight for such procurement activities. Is this a conflict of interest?

Answer

Yes. You should disclose this relationship to your manager. You and your line manager should discuss how to handle the matter, presumably by taking steps to ensure that you are not involved in procurement decisions involving this supplier or its competitors.

Nokia employees - you can find more information on this topic HERE.

Dealing with government officials

Nokia engages with international bodies, governments, and government officials at multiple levels and in a variety of ways, including:

  • As a business providing goods and services;
  • As a concerned corporate citizen petitioning to protect our interests;
  • As a taxpayer;
  • As a private sector participant providing jobs and economic opportunities in many countries around the world.

When interacting with government officials, we follow high ethical standards and act in a transparent manner. We are honest, truthful, and accurate, and we follow Nokia’s policies and procedures and any applicable laws. Special requirements apply to our interactions with government customers and state-owned enterprises, including, for example, rules relating to procurement, lobbying, entertainment,
hospitality, disclosure, and record-keeping.

What to watch out for

  • Government officials requesting information from Nokia: Verify that the officials have a right to such information and that Nokia has a right to deliver such information. When applicable, follow the relevant procedure or seek guidance from Legal and Compliance.
  • Public procurement rules: Do not deviate from a government’s public procurement or tender process, even when a government official may indicate that such a deviation is acceptable or condoned.
  • Recruiting a government official or member of the official’s family for employment at Nokia while the official is in a position to influence Nokia’s business with the government may lead to perception of conflict of interest and may violate applicable laws and regulations regarding hiring from the government.
  • Offering gifts or hospitality to government officials when the gifts or hospitality do not comply with applicable law, including local rules and regulations, as well as established Nokia thresholds and approval requirements for corporate hospitality. This includes benefits offered via third parties. Such practices may be unacceptable or illegal in government business.
  • Any activity that might be perceived as an undue attempt to influence the behavior or decision of a governmental official.  

What you need to know

  • “Government Official” refers to any individual who holds a political office, as well as any individual who is an employee, representative, agent, officer, or director of any government body or agency, (at any level of government for example, local, state, provincial, federal,) or of an international organization, such as the World Bank. A Government Official also includes any employee, representative, agent, officer, or director of a “state-owned enterprise” (SOE), meaning any company that is majority owned by a government entity, or otherwise controlled or managed by a government entity.
  • Nokia’s policy does not permit participating in the political or electoral process through direct donations to political groups, but Nokia does protect its interests through lawful and transparent advocacy with governments.
  • Your personal political activity, such as support or advocacy relating to laws and policies or support for and donations to candidates for office, may be appropriate, but it must also be lawful, be conducted on your own time with your own resources, and in no way involve or be perceived to involve Nokia.
  • Nokia employees should contact the Nokia Government Relations team when planning to engage with a government official for advocacy purposes.

Scenario

Nokia is hoping to increase its market share in a country where the telecommunications sector is heavily regulated. You have been asked to arrange an overseas trip for several important customers as well as senior members of the regulatory agency to showcase Nokia’s network equipment. Is this acceptable?

Answer

Probably not. The rules governing travel, hospitality, and entertainment may differ depending on whether a guest is a government official or employee of a state-owned enterprise or private company. Customer travel may be permitted under certain conditions for private company employees, but different standards often apply for government officials and employees of state-owned enterprises. In this scenario it is mandatory to engage with the Legal and Compliance team to seek guidance.

Nokia employees - you can find more information on this topic HERE.

Fair competition

Nokia competes fiercely but fairly.

In most countries there are competition (or antitrust) laws that regulate the activities of companies in the marketplace to ensure fair competition for the benefit of consumers and other market participants.

These laws prohibit anti-competitive agreements or understandings between companies. They also restrict the behavior of dominant companies and require advance review or permission for mergers, acquisitions, or other commercial arrangements that meet certain thresholds.

Compliance with competition laws and fair competition is part of Nokia’s way of doing business and is important to our business strategy.
 

What to watch out for

  • Even informal discussions or sensitive information exchanges can give rise to competition issues. An agreement or arrangement can be illegal even if it does not take the form of a formal written contract. A mere informal understanding between competitors can be regarded as anti-competitive.
  • Take care with language in all documentation and communications, including emails and instant messages, to avoid expressions being misinterpreted. For example, avoid speculating whether an activity is legal or illegal, do not describe Nokia as being dominant, and avoid statements giving misleading impressions.
  • For any meetings with competitors, create an agenda and take care that discussions do not stray into sharing competitively sensitive information.
  • Leave any call or meeting if you are concerned that competitively sensitive information is being discussed, making sure that your exit is noted in the record.

 
 

What you need to know

  • You are responsible for knowing and understanding applicable competition rules and principles. Consult with Legal and Compliance any time you have a question or need guidance.
  • It is illegal to share or exchange with competitors competitively sensitive information such as cost and pricing information or other commercial conditions, future strategies, plans, or product roadmaps, as well as tender offers or bids.
  • It is illegal to agree or align competitive behavior in the market with Nokia competitors, such as setting prices or agreeing on conditions of tender offers or bids and dividing or allocating markets, geographic territories, customers, or sources of supply.
  • Cooperation with competitors in the form of consortia, joint bidding or forming a joint venture, or other joint operations requires consultation with our Legal and Compliance team.
  • Entering into exclusive arrangements with partners, restricting resellers’ ability to set the resale price of products, or imposing restrictions concerning exclusive territories or customers all require consultation with our Legal and Compliance team.

Scenario

I just received some confidential pricing information from a competitor. I did not ask for it, but this kind of information could be useful to me. What should I do?

Answer

If you receive any competitively sensitive information from a competitor, either directly or indirectly (for example through a trade association), refrain from circulating or using it, and consult Legal and Compliance. You should also respond to the sender of the information that you did not seek the information and emphasize Nokia’s commitment to competition law compliance.

Nokia employees - you can find more information on this topic HERE.

Improper payments

Nokia wins its business on merit. We will not tolerate improper or corrupt payments, including bribes or kickbacks, made directly or indirectly to or from a customer, government official, or third party, including:

  • Improper gifts;
  • Entertainment, gratuities, favors, donations;
  • Any other inappropriate transfer of value.

Facilitation payments (sometimes referred to as “grease payments”) are likewise prohibited. We will engage only reputable third parties who share our commitment to integrity.

Nokia is committed to complying with all applicable financial record-keeping and reporting requirements and all other applicable anti-money laundering laws and regulations, as well as laws and regulations applicable to terrorist financing and facilitation of tax evasion. Nokia conducts business only with customers involved in legitimate business activities with funds derived from legitimate sources.

What to watch out for

  • Unusual, excessive, and out of the ordinary requests for travel, lodging, hospitality, or any other benefit for government officials, customers, or their family members or friends.
  • Requests for donations to charities or organizations that may be affiliated with a government official or a customer.
  • Service providers that suggest unusually “fast” clearance of goods through customs, visas or work permits through immigration, or issuance of government permits.
  • Requests to record a transaction inaccurately or incompletely or to expedite approval or payment in a way that might compromise financial controls.
  • Receipt and approval of false or inflated invoices from a supplier. Payment of such invoices can be used to fund kickback schemes.

What you need to know

  • An improper payment involves any transfer of value (not only cash, but also any other benefit, hospitality, or thing of value) that is unlawful under applicable law or not permitted by the recipient’s rules or Nokia’s policies and procedures.
  • Exercise prudence and caution when interacting with government officials, which can include employees of a customer that is a state-owned or controlled enterprise.
  • Never give – or authorize a third party to give – a gratuity to a government official to expedite a service, such as customs or immigration clearances, permits, or issuance of licenses or approvals.
  • Improper payments can expose you and Nokia to criminal prosecution. Always seek advice if you are uncertain about the legitimacy of any payments or the purpose thereof.

Scenario

I am responsible for an important customer account. The customer has asked me to push through a new purchase order that includes a “one-off” fee to be paid to a subcontractor selected by the customer for part of the project implementation. I am not sure what the fee represents, and upon asking the customer, I do not get a clear response. What do I do?

Answer

There is a risk here that the fee is a disguised kickback or other improper payment. Any requests for payments that look unusual and cannot be tied back to legitimate goods or services should be challenged; speak to someone like your line manager, your local Ombuds leader, or the Legal and Compliance team if you have concerns.

Nokia employees - you can find more information on this topic HERE.

Trade compliance

The provision of items, including but not limited to hardware, software, documentation, source code, technical data, or other technology around the world, is regulated by national and international trade and sanctions laws that may impact Nokia’s operations in multiple ways.

The physical or electronic transmission (in paper format, by email, or through the web) of items across borders, or even the written or oral exchange of information among citizens of different nations who are all co-located in one country, are in scope of these laws and may be strictly regulated.

Nokia is committed to compliance with all applicable trade and sanctions laws and regulations that impact its operations, including export control and customs compliance. We are committed to preparing, executing and reporting international business accurately and transparently to trade authorities.

What to watch out for

  • Manual shipments (e.g., outside of SAP), items in luggage carried on business trips, and any controlled technology transmitted by email, server access, or other means.
  • Payments to a customs broker that exceed the invoice or are for suspicious or unidentified services; any inaccurate description, classification, or valuation of goods or data on invoices, customs forms, and other related documentation.
  • Companies or persons we think might attempt to evade applicable trade laws to a prohibited destination via trans-shipments.
  • Unclear, vague, or incomplete answers from customers or third parties about the end use/end user, delivery dates, and locations.
  • Import and export declarations, documentation, and product markings and packaging that are unclear or inaccurate. Failure to adhere to applicable laws, regulations, and policies for all imports and exports, including temporary exports such as for repairs or for marketing events.

What you need to know

  • Consider and apply the applicable trade rules when arranging any cross-border transactions, including financial transactions, technology transfers, transactions that are free of charge, returns, or hand-carried goods.
  • If you initiate exports or imports – even occasionally – you must follow the applicable laws of the respective countries. All imports must be declared accurately with correct documentation and value. The right country of origin is required for import declaration and taxation. Import and export documentation must be carefully archived for audit purposes.
  • Exports can take many forms, including the physical transfer of goods and the disclosure of information in paper format, via electronic means, or aurally or verbally through technology exchanges (e.g. by email or through online collaboration sites; in meetings, workshops, and product demonstrations; or during laboratory visits, conferences, etc.).
  • Carrying electronic devices that possibly contain controlled information across borders could be considered an export; this includes information held on laptops and other personal electronic devices.
  • Many countries impose restrictions on the transfer of certain technologies and data. Some countries completely forbid business with certain other countries. Export restrictions and sanctions may apply.

Scenario

A Nokia customer in a sanctioned country has an urgent need for certain replacement parts. Shipment directly to the customer from a Nokia facility would result in delays while we wait for government authorities to approve the shipment. Someone suggests that we ship the materials to a third party in a country that does not have sanctions on the customer’s country, so that the third party can ship the parts on to the customer without any delay. Is it okay to follow this suggestion?

Answer

No. The trans-shipment of goods to circumvent laws governing international trade is prohibited. You should speak to Nokia Global Trade Management (GTM) to fully understand the export control regulations and follow them accordingly.

Nokia employees - you can find more information on this topic HERE.

Working with third parties

Third parties include any person, organization, or company with which Nokia contracts, including suppliers and commercial third parties.

Nokia seeks productive, ethical, and transparent relationships with its third parties. We expect all our third parties to be qualified according to Nokia standards, to follow and exceed all applicable laws and regulations, and to share the values expressed in our Code of Conduct.
Our third parties are expected to comply with the requirements of the Nokia

Third-Party Code of Conduct. Giving gifts or hospitality to our third parties, or accepting gifts or hospitality from them, is done only in compliance with applicable laws, regulations, and Nokia policies for corporate hospitality.

What to watch out for

  • Being pressured by a customer or counter-party to select a specific third party in connection with a business transaction.
  • Third parties offering money or anything of value in order to be selected to work with Nokia or offering unusual deviations from lawful and ordinary business practices in order to be selected (e.g. hiring your relative).
  • Third parties that refuse to acknowledge and commit to following Nokia values and principles, the Code of Conduct and/or Nokia’s Third-Party Code of Conduct or fail to collaborate on closing any related audit findings.
  • Third parties that are owned or controlled by the government or by a government official or close family member, or with otherwise opaque ownership structures, or a supplier that claims it “has connections” or can exercise improper influence with the government or with a customer.
  • Conflicts of interest in conducting business with third parties; for example, when someone in your family or anyone else with whom you have a close personal relationship has a substantial role in, or relationship with, a certain third party.

What you need to know

  • Be familiar with purchasing policies, compliance screening, and onboarding requirements to ensure that we engage only third parties that will comply with applicable laws and policies, that share our commitment to ethical business practices, and that will not tarnish Nokia’s brand or reputation.
  • Immediately raise a concern if you are asked to select or deal with a specific third party and/or deviate from the approved third-party selection and contracting process.
  • Nokia will terminate business relationships with third parties who engage in questionable or unlawful business practices.
  • Know and understand Nokia’s policies on gifts, entertainment, and hospitality. Report attempts by third parties to provide anything of value that exceeds Nokia thresholds and approval requirements within the Corporate Hospitality and Gifts Standard Operating Procedure.

Scenario

You are about to close a substantial deal with an important customer. The deal requires certain local services where Nokia will be required to hire one or more local vendors. The customer is pressuring you to hire an untested third-party contractor to oversee the local services, claiming it has the necessary “connections” to get the work done quickly. It is unclear who the actual owners of the firm are. Is it safe for you to hire this contractor?

Answer

Proceed with caution and engage with the Legal and Compliance team. There are several red flags indicating that Nokia ought not to do business with this third party. These include the fact that the contractor lacks a proven track record, has opaque ownership, and may use its influence or connections to cut corners or act contrary to laws or Nokia values.

Nokia employees - you can find more information on this topic HERE.