Nokia 2008 Annual Report Download - page 115

The Audit Committee meets at least four times a 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, head of the internal audit function, and the external auditor
in connection with each regularly scheduled meeting. The head of the internal audit function has at
all time direct access to the Audit Committee, without involvement of management. The Audit
Committee had seven meetings in 2008. The average ratio of attendance at the meetings was 96%.
Three members of the Committee attended 100% of the Committee meetings and one member
attended 85% of the meetings.
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 NASDAQ OMX Helsinki and the New York Stock Exchange. Since
May 8, 2008, the Personnel Committee consists of the following three members of the Board: Per
Karlsson (Chairman), Henning Kagermann and Marjorie Scardino.
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 overseeing compensation philosophy and principles and ensuring the
above compensation programs are performancebased, properly motivate management, support
overall corporate strategies and are aligned with shareholders’ interests. The Committee is
responsible for the review of senior management development and succession plans.
The Personnel Committee had three meetings in 2008. The attendance ratio at the meetings was
100%.
For further information on the activities of the Personnel Committee, see Item 6B. “Compensation—
Executive Compensation.”
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 NASDAQ OMX Helsinki and the New York Stock
Exchange. Since May 8, 2008, the Corporate Governance and Nomination Committee consists of the
following three members of the Board: Marjorie Scardino (Chairman), Georg Ehrnrooth and Per
Karlsson.
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 and 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) proposing 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, (v) developing and
recommending to the Board and administering our Corporate Governance Guidelines, and
(vi) reviewing the company’s disclosure in the Corporate Governance Statement.
The Corporate Governance and Nomination Committee had four meetings in 2008. The attendance
ratio at the meetings was 100%.
The charters of each of the committees are available on our website,
www.nokia.com.
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