Nokia 2006 Annual Report Download - page 99

separately at least once annually. The Board and each committee also has the power to hire
independent legal, financial or other advisors as it deems necessary.
The Board elects a Chairman and a Vice Chairman from among its members for one term at a time.
On March 30, 2006 the Board resolved that Mr. Ollila should continue to act as Chairman and that
Paul J. Collins should continue to act as Vice Chairman. The Board also appoints the members and
the chairmen for its committees from among its nonexecutive, independent members for one term
at a time.
The Board conducts annual performance selfevaluations, which also include evaluations of the
committees’ work, the results of which are discussed by the Board. The Corporate Governance
Guidelines concerning the directors’ responsibilities, the composition and selection of the Board,
Board committees and certain other matters relating to corporate governance are available on our
website, www.nokia.com.
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.’’
As of December 31, 2006, no Board member has a service contract with Nokia. We had a service
contract with Mr. Ollila, Chairman (Chairman and CEO until June 1, 2006), which ended on June 1,
2006 without any severance or other payments from Nokia. For a discussion of service contracts with
certain Nokia executives, see ‘‘Item 6.B Compensation—Service Contracts.’’
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 March 30, 2006, the Committee has consisted of the following four
members of the Board: Per Karlsson (Chairman), Georg Ehrnrooth, Keijo Suila and Vesa Vainio.
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 head of
the internal audit function has at all times direct access to the Audit Committee, without
involvement of the management. The Audit Committee convened six times in 2006. One of the
meetings was held through technical equipment.
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.
98