Corporate Governance Statement
We take pride in our strong corporate governance framework, designed to ensure our Board has all necessary information and robust practices in place to review and evaluate our business operations and management as well as to make decisions independent of management.
Our corporate governance practices comply with Finnish laws, our Articles of Association and corporate governance guidelines adopted by the Board. We also comply with the Finnish Corporate Governance Code 2020 adopted by the Securities Market Association. The Code is available on the Securities Market Association’s website. Our 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.
In addition, we comply with the rules and recommendations of Nasdaq Helsinki and Euronext Paris due to the listing of our shares on the exchanges. 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.
Complying with the NYSE listing standards
We comply with the New York Stock Exchange’s (NYSE) corporate governance listing se 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.
Under the NYSE corporate governance listing standards, listed foreign private issuers, like Nokia, must disclose any significant ways in which their corporate governance practices differ from those of the NYSE listing standards. There are no significant differences in the corporate governance practices applied by Nokia as compared to those applied by US companies under the NYSE corporate governance standards, with the exception that Nokia complies with the requirements of 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 the 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 be approved by a company’s shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic requirements.