Nokia 2005 Annual Report Download - page 104

shareholders’ interests. The Committee is responsible for the review of senior management
development and succession plans. The Personnel Committee convened three times in 2005.
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 Stock Exchange and the New
York Stock Exchange. Since April 7, 2005, the Corporate Governance and Nomination Committee
has consisted of the following three members of the Board: Marjorie Scardino (Chairman), Paul J.
Collins and Vesa Vainio.
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 along with the director
remuneration to be approved by the shareholders, and (2) to monitor issues and practices related
to corporate governance and to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by (i) actively identifying individuals qualified to become
members of the Board, (ii) recommending to the shareholders the director nominees for election at
the Annual General Meetings, (iii) monitoring significant developments in the law and practice of
corporate governance and of the duties and responsibilities of directors of public companies,
(iv) assisting the Board and each committee of the Board in its annual performance
self-evaluations, including establishing criteria to be used in connection with such evaluations, and
(v) developing and recommending to the Board and administering the Corporate Governance
Guidelines of the company. The Corporate Governance and Nomination Committee convened three
times in 2005.
The charters of each of the committees are available on our website, www.nokia.com.
Home Country Practices
Under the New York Stock Exchange’s corporate governance listing standards, listed foreign private
issuers, like Nokia, must disclose any significant ways in which their corporate governance
practices differ from those followed by U.S. domestic companies under the NYSE listing standards.
There are no significant differences in the corporate governance practices followed by Nokia as
compared to those followed by U.S. domestic companies under the NYSE listing standards, except
that (i) Nokia follows the requirements of Finnish law with respect to the approval of equity
compensation plans, and (ii) Finnish laws and regulations do not mandatorily require companies
to have an internal audit function which in Nokia is covered by comprehensive risk management
and internal control processes. Under Finnish law, stock option plans require shareholder approval
at the time of their launch. All other plans that include the delivery of company stock in the form
of newly issued shares or treasury shares require shareholder approval at the time of the delivery
of the shares or, if shareholder approval is granted through an authorization to the Board of
Directors, not earlier than one year in advance of the delivery of the shares. The NYSE listing
standards require that equity compensation plans be approved by a company’s shareholders.
Nokia’s corporate governance practices also comply with the Corporate Governance
Recommendation for Listed Companies approved by the Helsinki Stock Exchange in December 2003
effective as of July 1, 2004.
6.D Employees
At December 31, 2005, Nokia employed 58 874 people, compared with 55 505 at December 31,
2004 and 51 359 at December 31, 2003. The average number of personnel for 2005, 2004 and 2003
102