Nokia 2012 Annual Report Download - page 164

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
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 2012, 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 6 meetings in 2012. 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,
2012, the Personnel Committee has consisted of the following five members of the Board: Henning
Kagermann (Chairman), Bruce Brown, 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 that the above compensation
programs are performance-based, designed with an intention to contribute to the long-term value
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