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Corporate governance

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

We are committed to maintaining a strong corporate governance framework that supports effective oversight, accountability and independent decision-making.

Our corporate governance practices are based on Finnish law, our Articles of Association, the Corporate Governance Guidelines adopted by the Board, and the Finnish Corporate Governance Code issued by the Securities Market Association.

As a company listed on Nasdaq Helsinki and with American Depositary Shares listed on the New York Stock Exchange (NYSE), we comply with applicable Nasdaq Helsinki rules, U.S. securities laws and regulations, and the NYSE listing standards applicable to foreign private issuers, including the corporate governance standards under Section 303A of the NYSE Listed Company Manual.

Our Corporate Governance Statement is prepared annually in accordance with the Finnish Securities Markets Act and the Finnish Corporate Governance Code.

Complying with the NYSE listing standards

Nokia complies with the New York Stock Exchange (NYSE) corporate governance listing standards to the extent they apply to us as a foreign private issuer. If compliance with an NYSE requirement would conflict with Finnish law, Nokia follows Finnish law and applicable regulations.

Under NYSE rules, foreign private issuers must disclose any significant differences between their corporate governance practices and the NYSE corporate governance standards applicable to U.S. listed companies. Nokia has no such significant differences in its corporate governance practices, except with respect to the approval of equity compensation plans.

Under Finnish law, the adoption of stock option plans requires shareholder approval or authorization granted to the Board. Other incentive arrangements involving the delivery of Nokia shares, either as newly issued shares or treasury shares, require shareholder approval when the shares are delivered, unless shareholders have authorized the Board to deliver shares to satisfy obligations under such arrangements. The NYSE corporate governance rules require shareholder approval of equity compensation plans. Nokia aims to minimize any conflicts between Finnish law and applicable non-domestic corporate governance requirements and their effects.