Nokia 2009 Annual Report Download - page 140

of the Board, President and CEO OlliPekka Kallasvuo, was determined not to be independent under
both Finnish standards and the New York Stock Exchange rules.
The Board has determined that all of the members of the Audit Committee, including its Chairman,
Georg Ehrnrooth, are “audit committee financial experts” as defined in Item 16A of this Form 20F.
The Board held 13 meetings during 2009, of which seven were regularly scheduled meetings held in
person and six were meetings held in writing. The attendance at all meetings was 100%. The non
executive directors meet without management at regularly scheduled sessions twice a year and at
such other times as they deem appropriate, in practice in connection with each regularly scheduled
meeting in 2009. 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 2009. All the directors attended Nokia’s Annual
General Meeting held on April 23, 2009. The Finnish Corporate Governance Code recommends
attendance by the Board Chairman and a sufficient number of directors to allow the shareholders to
exercise their right to present questions to the Board and management.
The independent directors of the Board also confirm the election of the members and Chairmen for
the Board’s committees from among the Board’s independent directors upon the recommendation of
the Corporate Governance and Nomination Committee and based on each committee’s member
qualification standards. For information about the members and the Chairmen for the Board of
Directors and its committees, see 6A. “Directors and Senior Management—Board of Directors” above
and “—Committees of the Board of Directors” below.
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.”
According to Finnish law, the shareholders have the right to submit director recommendations or
other agenda items or proposals to the agenda of a general meeting provided that the item or
proposal belongs to the scope of the general meeting of the shareholders and the request is made to
the Board in writing well in advance to be included in the notice of the meeting, which time may not
be deemed to be earlier than four weeks before the notice of the meeting. Such proposals may be
sent through the Contact the Board channel available on our website,
www.nokia.com .
At December 31, 2009, 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 April 23, 2009, the Audit Committee consists of the following four members of the
Board: Georg Ehrnrooth (Chairman), Lalita D. Gupte, Isabel MareySemper and Risto Siilasmaa.
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
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