Nokia 2012 Annual Report Download - page 163

According to the Nokia Board practices, the non-executive directors meet without management in
connection with each regularly scheduled meeting. Such sessions are chaired by the non-executive
Chairman of the Board. If the non-executive Chairman of the Board is unable to chair any of the
meetings of non-executive directors, the non-executive Vice Chairman of the Board chairs the meeting.
In addition, the independent directors meet separately at least once annually. All the directors who
served on the Board for the term until the close of the Annual General Meeting 2012, except for Helge
Lund, attended Nokia’s Annual General Meeting held on May 3, 2012. The Finnish Corporate
Governance Code recommends attendance by the Board Chairman and a sufficient number of
directors in the general meeting of shareholders to allow the shareholders to exercise their right to
present questions to the Board and management.
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, 2012, 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 2012—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, 2012, the Audit Committee has consisted of the following three members of
the Board: Jouko Karvinen (Chairman), Isabel Marey-Semper and Elizabeth Nelson.
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
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