Nokia 2009 Annual Report Download - page 168

and advise on mergers, acquisitions and restructurings); (iv) personal compliance (preparation of
individual tax returns and registrations for employees (nonexecutives), assistance with applying
visa, residency, work permits and tax status for expatriates); and (v) consultation and planning
(advice on stock based remuneration, local employer tax laws, social security laws, employment
laws and compensation programs, tax implications on shortterm international transfers).
(4)
All Other Fees include fees billed for company establishment, forensic accounting, data security,
investigations and reviews of licensing arrangements with customers and occasional training or
reference materials and services.
Audit Committee Preapproval Policies and Procedures
The Audit Committee of our Board of Directors is responsible, among other matters, for the oversight
of the external auditor subject to the requirements of Finnish law. The Audit Committee has adopted
a policy regarding preapproval of audit and permissible nonaudit services provided by our
independent auditors (the “Policy”).
Under the Policy, proposed services either (i) may be preapproved by the Audit Committee without a
specific casebycase services approvals (“general preapproval”); or (ii) require the specific pre
approval of the Audit Committee (“specific preapproval”). The Audit Committee may delegate either
type of preapproval authority to one or more of its members. The appendices to the Policy set out
the audit, auditrelated, tax and other services that have received the general preapproval of the
Audit Committee. All other audit, auditrelated (including services related to internal controls and
significant M&A projects), tax and other services are subject to a specific preapproval from the Audit
Committee. All service requests concerning generally preapproved services will be submitted to the
Corporate Controller who will determine whether the services are within the services generally pre
approved. The Policy and its appendices are subject to annual review by the Audit Committee.
The Audit Committee establishes budgeted fee levels annually for each of the four categories of audit
and nonaudit services that are preapproved under the Policy, namely, audit, auditrelated, tax and
other services. Requests or applications to provide services that require specific approval by the Audit
Committee are submitted to the Audit Committee by both the independent auditor and the Corporate
Controller. At each regular meeting of the Audit Committee, the independent auditor provides a report
in order for the Audit Committee to review the services that the auditor is providing, as well as the
status and cost of those services.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of Nokia shares and ADSs by Nokia Corporation and its affiliates during
2009.
ITEM 16G. CORPORATE GOVERNANCE
The following is a summary of any significant ways in which our corporate governance practices differ
from those followed by US domestic companies under the corporate governance listing standards of
the New York Stock Exchange, or NYSE. There are no significant differences in the corporate
governance practices followed by us as compared to those followed by US domestic companies under
the NYSE listing standards, except that we follow the requirements of Finnish law with respect to the
approval of equity compensation plans. Under Finnish law, stock option plans require shareholder
approval at the time of their launch. All other plans that include the delivery of company stock in the
form of newlyissued shares or treasury shares require a shareholder approval at the time of the
delivery of the shares or, if the shareholder approval is granted through an authorization to the Board
166