Nokia 2004 Annual Report Download - page 93

Committees of the Board of Directors
The Audit Committee consists of a minimum of three members of the Board, who meet all
applicable independence, financial literacy and other requirements of Finnish law and the rules of
the stock exchanges where Nokia shares are listed, including the Helsinki Exchanges and the New
York Stock Exchange. Since March 25, 2004, the Committee has consisted of the following three
members of the Board: Messrs. Per Karlsson (Chairman), Georg Ehrnrooth and Arne Wessberg.
The Audit Committee is established by the Board primarily for the purpose of overseeing the
accounting and financial reporting processes of the company and audits of the financial
statements of the company. The Committee is responsible for assisting the Board’s oversight of
(1) the quality and integrity of the company’s financial statements and related disclosure, (2) the
external auditor’s qualifications and independence, (3) the performance of the external auditor
subject to the requirements of Finnish law, (4) the performance of the company’s internal controls
and risk management and assurance function, and (5) the company’s compliance with legal and
regulatory requirements. 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. Under Finnish law, our external auditor is
elected by our shareholders at the Annual General Meeting. The Committee makes a
recommendation to the shareholders in respect of the appointment of the external auditor based
upon its evaluation of the qualifications and independence of the auditor to be proposed for
election or re-election. The Committee meets at least four times per year based upon a schedule
established at the first meeting following the appointment of the Committee. The Committee meets
separately with the representatives of the management and the external auditor at least twice a
year. The Audit Committee convened three regular meetings and one extended regular meeting in
2004.
The Personnel Committee consists of a minimum of three members of the Board, who meet all
applicable independence requirements of Finnish law and the rules of the stock exchanges where
Nokia shares are listed, including the Helsinki Exchanges and the New York Stock Exchange. Since
March 25, 2004, the Personnel Committee has consisted of the following three members of the
Board: Mr. Paul J. Collins (Chairman), Dame Marjorie Scardino and Mr. Vesa Vainio.
The primary purpose of the Personnel Committee is to oversee the personnel policies and practices
of the company. It assists the Board in discharging its responsibilities relating to all compensation,
including equity compensation, of the company’s executives and the terms of employment of the
same. 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 employment conditions, (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 ensuring the above compensation programs are performance-based,
properly motivate management, support overall corporate strategies and align with shareholders’
interests. The Committee is responsible for the review of senior management development and
succession plans. The Personnel Committee convened three times in 2004.
The Corporate Governance and Nomination Committee consists of three to five members of the
Board, who meet all applicable independence requirements of Finnish law and the rules of the
stock exchanges where Nokia shares are listed, including the Helsinki Exchanges and the New York
Stock Exchange. Since March 25, 2004, the Corporate Governance and Nomination Committee has
consisted of the following three members of the Board: Dame Marjorie Scardino (Chairman),
Mr. Paul J. Collins and Mr. Vesa Vainio.
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