The Board has three committees to assist in its duties pursuant to the respective committee charters: the Audit Committee, the Corporate Governance and Nomination Committee and the Personnel Committee. The charters of each committee are available below under Downloads.
Members of the Audit Committee, the Corporate Governance and Nomination Committee and the Personnel 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
|Louis R. Hughes||Independent||Member|
|Jean C. Monty||Independent||Member|
|Olivier Piou (Board Vice Chair)||Independent||Member||Member|
|Risto Siilasmaa (Board Chair)||Independent||Chair|
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 July 29, 2016, the Audit Committee has consisted of the following three members of the Board: Louis R. Hughes, Elizabeth Nelson, 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, Elizabeth Nelson, 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. Nelson 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 Audit Committee held eight (8) meetings in 2016. The average attendance at the meetings was 97%. Additionally, any director who so wishes may attend meetings of the Audit Committee as a non-voting observer.
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 June 16, 2016 the Corporate Governance and Nomination Committee has consisted of the following four members of the Board: Bruce Brown, Olivier Piou, 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 Corporate Governance and Nomination Committee held seven (7) meetings in 2016. The average attendance at the meetings was 93%. Additionally, any director who so wishes may attend meetings of the Corporate Governance and Nomination Committee as a non-voting observer.
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 June 16, 2016 the Personnel Committee has consisted of the following four members of the Board: Bruce Brown, Jean Monty, Olivier Piou 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 Personnel Committee held nine (9) meetings in 2016. The average attendance at the meetings was 93%. Additionally, any director who so wishes may attend meetings of the Personnel Committee as a non-voting observer.