Nokia 2014 Annual Report Download - page 82

80 NOKIA IN 2014
Corporate governance statement
This corporate governance
statement is prepared in
accordance with Chapter 7,
Section 7 of the Finnish
Securities Markets Act
(2012/746, as amended)
andrecommendation 54 ofthe
Finnish Corporate Governance
Code 2010 (the“Finnish
Corporate Governance Code”)
and is issued separately from
the Board review.
Regulatory framework
Nokia’s corporate governance practices
comply with Finnish laws and regulations as
well as with Nokia’s Articles of Association.
Nokia also complies with the Finnish
Corporate Governance Code, available at
www.cgnland., with the following exception:
In 2014, Nokia was not in full compliance with
recommendation 39 of the Finnish Corporate
Governance Code, as Nokia’s Restricted Share
Plans did not include performance criteria
but were time-based only, with a restriction
period of at least three years from the grant.
Restricted shares are granted only for
exceptional retention and recruitment
purposes aimed to ensure Nokia is able to
retain and recruit talent vital to its future
success. In the Restricted Share Plan 2014,
the number of shares to be granted was
reduced signicantly and they are no longer
granted regularly. Similarly, under the
Restricted Share Plan 2015, restricted
shares are only used on a highly limited
basis and only in exceptional retention
and recruitment circumstances.
Nokia complies with corporate governance
standards, which are applicable due to listing
of its shares on the Helsinki stock exchange,
Nasdaq Helsinki. Furthermore, as a result of
the listing of its shares on the New York Stock
Exchange (also “NYSE”) and its registration
under the US Securities Exchange Act of
1934, Nokia must comply with the US federal
securities laws and regulations, including the
Sarbanes-Oxley Act of 2002 as well as the
requirements of the NYSE, in particular the
corporate governance standards under
Section 303A of the New York Stock Exchange
Listed Company Manual, which is available at
http://nysemanual.nyse.com/lcm/. Nokia
complies with these standards to the extent
such provisions are applicable to foreign
private issuers.
To the extent any non-domestic rules and
regulations would require a violation of the
laws of Finland, Nokia is obliged to comply
with Finnish law and requirements. There are
no signicant dierences in the corporate
governance practices applied by Nokia
compared to those applied by US companies
under the New York Stock Exchange corporate
governance standards, with the exception
that Nokia complies with the requirements of
Finnish law with respect to the approval of
equity compensation plans. Under Finnish law,
stock option plans require shareholder
approval at the time of their launch. All other
plans that include the delivery of company
stock in the form of newly-issued shares or
treasury shares require shareholder approval
at the time of the delivery of the shares,
unless the shareholder approval has been
granted through an authorization to the
Board, a maximum of ve years earlier.
The New York Stock Exchange corporate
governance standards require that the equity
compensation plans be approved by a
company’s shareholders. Nokia aims to
minimize the necessity for, or consequences
of, conicts between the laws of Finland and
applicable non-domestic requirements.
The Board has also adopted Corporate
Governance Guidelines to reect Nokia’s
commitment to good corporate governance.
Nokia’s Corporate Governance Guidelines are
available on our website at company.nokia.
com/en/about-us/corporate-governance.
Main corporate governance
bodies of Nokia
Pursuant to the provisions of the Finnish
Limited Liability Companies Act (2006/624, as
amended) (the “Finnish Companies Act”) and
Nokia’s Articles of Association, the control and
management of Nokia is divided among the
shareholders at a general meeting, the Board,
the President and CEO and the Nokia Group
Leadership Team, chaired by the President
and CEO.
General Meeting of shareholders
The shareholders may exercise their
decision-making power and their right to
speak and ask questions at the general
meeting of shareholders. Each Nokia share
entitles a shareholder to one vote at general
meetings of Nokia. Pursuant to the Finnish
Companies Act, an Annual General Meeting
must be convened by June 30 annually.
“The Board represents and
is accountable to the shareholders
of Nokia. The Board’s responsibilities
are active, not passive, and include
evaluating the strategic direction
of Nokia, its management policies
and their eective implementation
by management.”