Nokia 2005 Annual Report Download - page 103

We also have a company Code of Conduct which is equally applicable to all of our employees,
directors and management and is accessible at our website, www.nokia.com. As well, we have a
Code of Ethics for the Principal Executive Officers and the Senior Financial Officers. For more
information about our Code of Ethics, see ‘‘Item 16.B. Code of Ethics.’’
With the exception of the service contract we have with Mr. Jorma Ollila, Chairman and CEO, no
other Board member has a service contract with us. For a discussion of service contracts with
certain Nokia executives, see ‘‘Item 6.B Compensation—Service Contract of the Chairman and CEO,
of the President and COO, and of the former President’’
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 Stock Exchange and the
New York Stock Exchange. Since April 7, 2005, the Committee has consisted of the following four
members of the Board: Per Karlsson (Chairman), Georg Ehrnrooth, Vesa Vainio 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 Nokia’s management and the external auditor at least twice
a year. The Audit Committee convened five times in 2005.
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 Stock Exchange and the New York Stock Exchange.
Since April 7, 2005, the Personnel Committee has consisted of the following four members of the
Board: Paul J. Collins (Chairman), Daniel R. Hesse, Marjorie Scardino and 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 are aligned with
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