Nokia 2014 Annual Report Download - page 83

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Corporate governance
NOKIA IN 2014
TheAnnual General Meeting decides,
among other things, on the election and
remuneration of the Board, the adoption of
annual accounts, the distribution of prot
shown on the balance sheet, discharging the
members of the Board and the President and
CEO from liability as well as on the election
and fees of the external auditor.
In addition to the Annual General Meeting,
an Extraordinary General Meeting shall be
convened when the Board considers such
meeting to be necessary, or, when the
provisions of the Finnish Companies Act
mandate that such a meeting must be held.
Board of Directors
The operations of Nokia are managed under
the direction of the Board, within the
framework set by the Finnish Companies Act
and Nokia’s Articles of Association as well as
any complementary rules of procedure as
dened by the Board, such as the Corporate
Governance Guidelines and related Board
Committee charters.
Responsibilities of the Board of Directors
The Board represents and is accountable
to the shareholders of Nokia. The Board’s
responsibilities are active, not passive, and
include the responsibility to evaluate the
strategic direction of Nokia, its management
policies and the eectiveness of the
implementation of such by the management
on a regular basis. 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 a manner
which they reasonably and honestly believe
to be in the best interests of Nokia and its
shareholders. In discharging that obligation,
the members of the Board must inform
themselves of all relevant information
reasonably available to them. The Board and
each Board Committee also has the power to
appoint independent legal, nancial or other
advisers as they deem necessary from time
to time.
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 nancial commitments
that are not to be exceeded without separate
Board approval.
In risk management policies and processes,
the Board’s role includes risk analysis and
assessment in connection with nancial,
strategy and business reviews, updates and
decision-making proposals. Risk management
policies and processes are an integral part of
Board deliberations. For a more detailed
description of Nokia’s risk management
policies and processes, refer to “—Main
features of the internal control and risk
management systems in relation to the
nancial reporting process” below.
The Board has the responsibility for
appointing and discharging the President and
CEO and the other members of the Nokia
Group Leadership Team. On April 29, 2014,
Nokia announced its new strategy and
consequently, changes to its leadership.
The Board appointed, eective as of May 1,
2014 Rajeev Suri as President and CEO of
Nokia. His rights and responsibilities include
those allotted to the President under Finnish
law and he also chairs the Nokia Group
Leadership Team.
Subject to the requirements of Finnish law,
the independent directors of the Board
conrm the compensation and terms of
employment of the President and CEO upon
the recommendation of the Personnel
Committee. The compensation and
employment conditions of the other
members of the Nokia Group Leadership
Team are approved by the Personnel
Committee upon the recommendation
of the President and CEO.
The Board has three committees: the Audit
Committee, the Personnel Committee and
the Corporate Governance and Nomination
Committee. These committees assist the
Board in its duties pursuant to their
respective committee charters. The Board
elects, and the independent directors of the
Board conrm, 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 upon each committee’s
member qualication standards. 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.
In 2014, the Board conducted an evaluation
process consisting of self-evaluations and
peer evaluations, as well as interviews.
The feedback from selected members of
management was also requested as part of
this evaluation process. The results of the
evaluation are discussed by the entire Board.
Corporate governance framework
Nokia Group Leadership Team
President and CEO
Board of Directors
Audit Committee
Personnel Committee
Corporate Governance and
Nomination Committee
External
audit
Internal
audit
General Meeting of Shareholders