Nokia 2011 Annual Report Download - page 173

The independent directors of the Board 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 Item 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, its committees and certain other matters relating to corporate governance are
available on our website, www.nokia.com/global/about-nokia. Also, the Committee Charter of the Audit
Committee, Corporate Governance and Nomination Committee and Personnel Committee are
available on our website, www.nokia.com/global/about-nokia. We also have a Code of Conduct which
is equally applicable to all of our employees, directors and management and is available on our
website, www.nokia.com/global/about-nokia. 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”.
At December 31, 2011, Mr. Elop, the President and CEO, was the only Board member who had a
service contract with Nokia. For discussion of the service contract of Mr. Elop, see Item 6B. “Executive
Compensation—Actual Executive Compensation for 2011—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, i.e. NASDAQ OMX Helsinki and the New York Stock
Exchange. Since May 3, 2011, the Audit Committee consists of the following three members of the
Board: Risto Siilasmaa (Chairman), Jouko Karvinen and Isabel Marey-Semper.
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 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,
including also the performance of its ethics and compliance program. 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 the 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
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