Nokia 2013 Annual Report Download - page 113

111
CORPORATE GOVERNANCE STATEMENT
In addition, many of the directors attended as non-voting
observers in meetings of a committee in which they were not
a member.
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 , except for Bruce
Brown, attended Nokia’s Annual General Meeting held on
May, . In addition, all the current members of the Board
of Directors attended Nokia’s Extraordinary General Meeting
held on November , . The Finnish Corporate Governance
Code recommends attendance by the Board Chairman and
a suffi cient 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 Corporate Governance Guidelines concerning the
directors’ responsibilities, the composition and selection of
the Board, its committees and certain other matters relat-
ing to corporate governance are available on Nokia’s website,
www.company.nokia.com/en/about-us. Also, the Committee
Charters of the Audit Committee, Personnel Committee and
Corporate Governance and Nomination Committee are avail-
able on Nokia’s website, www.company.nokia.com/en/about-
us. We also have a Code of Conduct which is equally applicable
to all of Nokia’s employees, directors and management. In
addition, we have a Code of Ethics for the Principal Executive
Offi cers and the Senior Financial Offi cers. Both the Code of
Conduct and Code of Ethics are available on Nokia’s website,
www.company.nokia.com/en/about-us.
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee consists of a minimum of three mem-
bers of the Board who meet all applicable independence,
fi nancial 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 , , the Audit Committee has consisted of the follow-
ing three members of the Board: Jouko Karvinen (Chairman),
Elizabeth Doherty and Elizabeth Nelson.
The Audit Committee is established by the Board primarily
for the purpose of overseeing the accounting and fi nancial
reporting processes of the company and audits of the fi nan-
cial statements of the company. The Committee is responsi-
ble for assisting the Board’s oversight of () the quality and
integrity of the company’s fi nancial statements and related
disclosure, () the statutory audit of the company’s fi nancial
statements, () the external auditor’s qualifi cations and inde-
pendence, () the performance of the external auditor subject
to the requirements of Finnish law, () the performance of
the company’s internal controls and risk management and
assurance function, () the performance of the internal audit
function, and () 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 confi den-
tial, 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 Offi cer
and the Chief Financial Offi cer, as well as our internal controls
over fi nancial reporting, are designed to provide reasonable
assurance regarding the quality and integrity of the company’s
fi nancial statements and related disclosures. The Disclosure
Committee chaired by the Chief Financial Offi cer is respon-
sible 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 fi nal review and confi rmation by
the Audit Committee and the Board. For further information
on internal control over fi nancial reporting, see chapter “Main
features of the iternal control and risk management systems
in relation to the fi nancial reporting process” below.
Under Finnish law, our external auditor is elected by our
shareholders by a simple majority vote at the Annual General
Meeting for one fi scal year at a time. The Audit Committee
makes a proposal to the shareholders in respect of the ap-
pointment of the external auditor based upon its evaluation of
the qualifi cations and independence of the auditor to be pro-
posed 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 Nokia’s external auditor, PricewaterhouseCoopers, during
 see “Auditor fees and services”.
In discharging its oversight role, the Audit Committee has
full access to all company books, records, facilities and per-
sonnel. 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 fi rst meeting following the
appointment of the Committee. The Committee meets sepa-
rately 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 sched-
uled meeting. The head of the internal audit function has at all
times a direct access to the Audit Committee, without involve-
ment of management.
The Audit Committee had  meetings in . The attend-
ance at all meetings was %. In addition, any director who
wishes to, may attend Audit Committee meetings as a non-
voting observer.
The Personnel Committee consists of a minimum of three
members of the Board who meet all applicable independ-
ence 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 , ,
the Personnel Committee has consisted of the following four