Nokia 2012 Annual Report Download - page 161

management policies and the effectiveness with which management implements them. The Board’s
responsibilities also include overseeing the structure and composition of Nokia’s top management and
monitoring legal compliance and the management of risks related to Nokia’s operations. In doing so,
the Board may set annual ranges and/or individual limits for capital expenditures, investments and
divestitures and financial commitments not to be exceeded without Board approval.
Nokia has a Risk Policy which outlines Nokia’s risk management policies and processes and is
approved by the Audit Committee. The Board’s role in risk oversight includes risk analysis and
assessment in connection with each financial and business review, update and decision-making
proposal and is an integral part of all Board deliberations. The Audit Committee is responsible for,
among other matters, risk management relating to the financial reporting process and assisting the
Board’s oversight of the risk management function. Nokia applies a common and systematic approach
to risk management across all business operations and processes based on a strategy approved by
the Board. Accordingly, risk management at Nokia is not a separate process but a normal daily
business and management practice.
The Board has the responsibility for appointing and discharging the Chief Executive Officer, the Chief
Financial Officer and the other members of the Nokia Leadership Team. The Chief Executive Officer,
who is separate from Chairman, also acts as President, and his rights and responsibilities include
those allotted to the President under Finnish law. Subject to the requirements of Finnish law, the
independent directors of the Board confirm the compensation and the employment conditions of the
President and CEO upon the recommendation of the Personnel Committee. The compensation and
employment conditions of the other members of the Nokia Leadership Team are approved by the
Personnel Committee upon the recommendation of the President and CEO.
It is the responsibility of the members of the Board to act in good faith and with due care so as to
exercise their business judgment on an informed basis in what they reasonably and honestly believe to
be in the best interests of the company and its shareholders. In discharging that obligation, the
directors must inform themselves of all relevant information reasonably available to them. The Board
and each Board Committee also have the power to hire independent legal, financial or other advisors
as they deem necessary.
The Board has three committees: Audit Committee, Corporate Governance and Nomination Committee
and Personnel Committee. These committees assist the Board in its duties pursuant to their respective
committee charters. The Board may also establish ad hoc committees for detailed reviews or
consideration of particular topics to be proposed for the approval of the Board.
In line with Nokia’s Corporate Governance Guidelines, the Board conducts annual performance
evaluations, which also include evaluations of the Board Committees’ work, the results of which are
discussed by the Board. Regarding 2012, the evaluation was conducted by an external evaluator, and
the evaluation consisted of interviews with the Board members. The results of the evaluation are
discussed by the entire Board.
Pursuant to the Articles of Association, Nokia Corporation has a Board of Directors composed of a
minimum of seven and a maximum of 12 members. The members of the Board are elected for a one-
year term at each Annual General Meeting, i.e., as from the close of that Annual General Meeting until
the close of the following Annual General Meeting, which convenes each year by June 30. The Annual
General Meeting held on May 3, 2012 elected the following 11 members to the Board of Directors:
Bruce Brown, Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-Semper,
Mårten Mickos, Elizabeth Nelson, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.
Nokia Board’s leadership structure consists of a Chairman and Vice Chairman, elected annually by the
Board and confirmed by the independent directors of the Board from among the Board members upon
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