Nokia 2008 Annual Report Download - page 114

they deem appropriate, in practice in connection with each regularly scheduled meeting in 2008. Such
sessions were chaired by the nonexecutive Chairman of the Board or, in his absence, the non
executive Vice Chairman of the Board. In addition, the independent directors meet separately at least
once annually, and did so in 2008.
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 Code of Conduct which is equally
applicable to all of our employees, directors and management and is accessible on our website,
www.nokia.com. In addition, 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 16B. “Code of
Ethics.”
At December 31, 2008, Mr. Kallasvuo, the President and CEO, was the only Board member who had a
service contract with Nokia. For a discussion of the service contract of Mr. Kallasvuo, see Item 6B.
“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 NASDAQ OMX Helsinki and the New York Stock
Exchange. Since May 8, 2008, the Audit Committee consists of the following four members of the
Board: Georg Ehrnrooth (Chairman), Lalita D. Gupte, Risto Siilasmaa and Keijo Suila.
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 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. 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. Our disclosure controls and procedures, which are reviewed by the
Audit Committee and approved by the Chief Executive Officer and the Chief Financial Officer, as well as
our 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. The Disclosure
Committee chaired by Chief Financial Officer is responsible for preparation of the quarterly and annual
results announcements, and the process includes involvement by business managers, business
controllers and other functions, like internal audit, as well as a final review and confirmation by the
Audit Committee and the Board. For further information on internal control over financial reporting,
see Item 15. “Controls and Procedures”.
Under Finnish law, our external auditor is elected by our shareholders by a simple majority vote at
the Annual General Meeting for one fiscal year at a time. The Audit Committee makes a proposal 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. Also
under Finnish law, the fees of the external auditor are approved by our shareholders by a simple
majority vote at the Annual General Meeting. The Committee makes a 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 shareholders at the Annual General Meeting. For information about
the fees paid to our external auditor, PricewaterhouseCoopers, during 2008 see Item 16C. “Principal
Accountant Fees and Services—Auditor Fees and Services.”
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