Nokia 2011 Annual Report Download - page 174

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. Under Finnish
law, the fees of the external auditor are also 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 Annual General Meeting. For information about the fees paid to our external auditor,
PricewaterhouseCoopers, during 2011 see Item 16C. “Principal Accountant Fees and Services—
Auditor Fees and Services”.
In discharging its oversight role, the Audit 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, heads of the internal audit and ethics and compliance
functions, 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 eight meetings in 2011. 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, i.e. NASDAQ OMX Helsinki and the New York Stock Exchange. Since May 3,
2011, the Personnel Committee consists of the following five members of the Board: Henning
Kagermann (Chairman), Per Karlsson, Helge Lund, Dame Marjorie Scardino and Kari Stadigh.
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 their terms of employment. 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, designed with an intention to contribute to the long-term value sustainability of
the company, 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 five meetings in 2011. The average attendance at the meetings was
74%. 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, i.e. NASDAQ OMX Helsinki and the New York Stock
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