Committees of the Board
The Board has four committees to assist in its duties pursuant to the respective committee charters: the Audit Committee, the Corporate Governance and Nomination Committee, the Personnel Committee and the Technology Committee. The Board may also establish ad hoc committees for detailed reviews or consideration of particular topics to be proposed for the approval of the Board. Any director who so wishes may attend, as a non-voting observer, meetings of committees of which they are not members. The charters of each committee are available below under Downloads.
Members of the Audit Committee, the Corporate Governance and Nomination Committee, the Personnel Committee and the Technology Committee, are all independent directors elected from among the Board itself. The committee members are appointed by the independent members of the Board upon the recommendation of the Corporate Governance and Nomination Committee based on each committee’s member qualification standards. Consideration is given to the desires, skills and characteristics of individual directors.
|Director||Independence||Audit Committee||Corporate Governance and
|Personnel Committee||Technology Committee|
|Sari Baldauf (Board Vice Chair)||Independent||Member||Member|
|Risto Siilasmaa (Board Chair)||Independent||Chair||Member|
The Audit Committee
The Audit Committee consists of a minimum of three members of the Board who meet all applicable independence, financial literacy and other requirements as stipulated by Finnish law and the rules of the Nasdaq Helsinki and the New York Stock Exchange.
As of May 21, 2019 the Audit Committee has consisted of the following five members of the Board: Jeanette Horan, Edward Kozel, Elizabeth Nelson, Olivier Piou and Carla Smits-Nusteling.
The Audit Committee is established by the Board primarily for the purpose of oversight of the accounting and financial reporting processes of the company and audits of its financial statements. The Committee is responsible for assisting the Board in the oversight of:
(1) The quality and integrity of the company's financial statements and related disclosure;
(2) The statutory audit of the company's financial statements;
(3) The external auditor's qualifications and independence;
(4) The performance of the external auditor subject to the requirements of Finnish law;
(5) The performance of the company's internal controls and risk management and assurance function;
(6) The performance of the internal audit function; and
(7) The company's compliance with legal and regulatory requirements, including the performance of its ethics and compliance program. The Committee also maintains procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal controls, or auditing matters and for the confidential, anonymous submission by employees of the company of concerns regarding accounting or auditing matters. Nokia’s disclosure controls and procedures, which are reviewed by the Audit Committee and approved by the President and CEO and the Chief Financial Officer, as well as the internal controls over financial reporting, are designed to provide reasonable assurance regarding the quality and integrity of the company's financial statements and related disclosures.
Under Finnish law, Nokia's external auditor is elected by shareholders by a simple majority vote at the Annual General Meeting for one fiscal year at a time. The Audit Committee prepares the proposal to the shareholders, upon its evaluation of the qualifications and independence of the external auditor, of the nominee for election or re-election. Under Finnish law, the fees of the external auditor are also approved by the shareholders by a simple majority vote at the Annual General Meeting. The Committee prepares the proposal to the shareholders in respect of the fees of the external auditor, and approves the external auditor's annual audit fees under the guidance given by the Annual General Meeting.
In discharging its oversight role, the Audit Committee has full access to all company books, records, facilities and personnel. The Committee may appoint counsel, auditors or other advisors in its sole discretion, and must receive appropriate funding, as determined by the Audit Committee, from Nokia for the payment of compensation to such outside advisors.
The Board has determined that all members of the Audit Committee, including its Chair, Carla Smits-Nusteling, are “audit committee financial experts” as defined in the requirements of Item 16A of the annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”). Ms. Nusteling and each of the other members of the Audit Committee are “independent directors” as defined by Finnish law and Finnish Corporate Governance Code and in Section 303A.02 of the NYSE Listed Company Manual.
The Audit Committee meets a minimum of four times a year based upon a schedule established at the first meeting following the appointment of the Committee. The Committee meets separately with the representatives of Nokia’s management, heads of the internal audit and ethics and compliance functions, and the external auditor in connection with each regularly scheduled meeting. The head of the internal audit function has at all times a direct access to the Audit Committee, without the involvement of management.
The Corporate Governance and Nomination Committee
The Corporate Governance and Nomination Committee consists of three to five members of the Board who meet all applicable independence requirements as stipulated by Finnish law and the rules of the Nasdaq Helsinki and the New York Stock Exchange.
As of May 21, 2019 the Corporate Governance and Nomination Committee has consisted of the following five members of the Board: Sari Baldauf, Bruce Brown, Carla Smits-Nusteling, Risto Siilasmaa and Kari Stadigh.
The Corporate Governance and Nomination Committee's purpose is:
(1) To prepare the proposals for the general meetings in respect of the composition of the Board and the director remuneration to be approved by the shareholders.
(2) To monitor issues and practices related to corporate governance and to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by:
(1) Actively identifying individuals qualified to become members of the Board and considering and evaluating the appropriate level and structure of director remuneration;
(2) Proposing to the shareholders the director nominees for election at the General Meetings as well as the director remuneration;
(3) Monitoring significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies;
(4) Assisting the Board and each Committee of the Board in its annual performance evaluations, including establishing criteria to be used in connection with such evaluations;
(5) Developing and recommending to the Board and administering Nokia’s Corporate Governance Guidelines; and
(6) Reviewing the company's disclosure in the Corporate Governance Statement.
The Committee has the power to appoint recruitment firms or advisers to identify appropriate candidates. The Committee may also appoint counsel or other advisers, as it deems appropriate from time to time. The Committee has the sole authority to appoint or terminate the services of such firms or advisers and to review and approve such firm’s or adviser’s fees and other retention terms. It is the Committee’s practice to appoint a recruitment firm to identify new director candidates.
The Personnel Committee
The Personnel Committee consists of a minimum of three members of the Board who meet all applicable independence requirements as stipulated by Finnish law and the rules of the Nasdaq Helsinki and the New York Stock Exchange.
As of May 21, 2019 the Personnel Committee has consisted of the following five members of the Board: Sari Baldauf, Bruce Brown, Elizabeth Nelson, Søren Skou and Kari Stadigh.
The primary purpose of the Personnel Committee is to oversee the personnel-related policies and practices at Nokia, as described in the Committee charter. It assists the Board in discharging its responsibilities relating to all compensation, including equity compensation, of the company's executives and their terms of employment. The Committee has overall responsibility for evaluating, resolving and making recommendations to the Board regarding:
(1) Compensation of the company's top executives and their terms of employment;
(2) All equity-based plans;
(3) Incentive compensation plans, policies and programs of the company affecting executives; and
(4) Other significant incentive plans.
The Committee is responsible for overseeing compensation philosophy and principles and ensuring the above compensation programs are performance-based, and designed to contribute to long-term shareholder value creation and alignment to shareholders’ interests, properly motivate management, and support overall corporate strategies.
The Technology Committee consists of a minimum of three members of the Board who meet applicable independence requirements and have such skills in innovation, technology and science matters as the Board determines adequate from time to time.
As of May 21, 2019 the Committee consists of the following five (5) members of the Board: Bruce Brown, Jeanette Horan, Edward Kozel, Olivier Piou and Risto Siilasmaa.
The primary purpose of the Technology Committee is to engage in a dialogue with and provide opinions and advice to management with respect to significant innovation and technology strategies of the Company which are formulated and executed by the management of the Company, as described in the Committee charter.
In its dialogue with and provision of opinions and advice to the management, the Committee will periodically review:
(1) The Company’s approach to major technological innovations;
(2) Key technology trends that may result in disruptive threats or opportunities;
(3) High-level risks and opportunities associated with the Company’s Research and Development Programs and;
(4) The Company’s technologic competitiveness and new strategic technology initiatives.