Nokia 2009 Annual Report Download - page 141

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 the 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 2009 see Item 16C. “Principal
Accountant Fees and Services—Auditor Fees and Services.”
In discharging its oversight role, the Committee has full access to all company books, records,
facilities and personnel. The Committee may retain counsel, auditors or other advisors in its sole
discretion, and must receive appropriate funding, as determined by the Committee, from the
company for the payment of compensation to such outside advisors.
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 six meetings in 2009. The attendance at all meetings was 100%. In
addition, any directors who wish to may attend Audit Committee meetings as nonvoting observers.
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
April 23, 2009, the Personnel Committee consists of the following four members of the Board: Per
Karlsson (Chairman), Prof. Dr. Henning Kagermann, Dame Marjorie Scardino and Keijo Suila.
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
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