Nokia 2010 Annual Report Download - page 156

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 times a direct access to the Audit Committee, without involvement of management.
The Audit Committee had seven meetings in 2010. 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
May 6, 2010, 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
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 four meetings in 2010. The attendance at all meetings was 100%. In
addition, any directors who wish to may attend Personnel Committee meetings as nonvoting
observers.
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 6, 2010, the Corporate Governance and Nomination Committee consists of the
following three members of the Board: Dame Marjorie Scardino (Chairman), Per Karlsson and Risto
Siilasmaa.
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 and considering and evaluating the appropriate level and structure of director
remuneration, (ii) proposing to the shareholders the director nominees for election at the Annual
General Meetings as well as the director remuneration, (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.
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