Nokia 2014 Annual Report Download - page 85

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Corporate governance
NOKIA IN 2014
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 these meetings,
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 in 2014, except for Bruce Brown,
attended Nokia’s Annual General Meeting held
on June 17, 2014. The Finnish Corporate
Governance Code recommends that the
Chairman of the Board and a sucient
number of directors attend the general
meeting of shareholders to ensure the
possibility for the shareholders to exercise
their right to present questions to both the
Board and management.
Further information
The Corporate Governance Guidelines
concerning the directors’ responsibilities, the
composition and election of the members of
the Board, its committees and certain other
matters relating to corporate governance are
available on Nokia’s website at company.nokia.
com/en/about-us/corporate-governance.
Furthermore, Nokia has a Code of Conduct
which is equally applicable to all Nokia
employees, directors and management
and, in addition, Nokia has a Code of Ethics
applicable to the President and CEO, Group
Chief Financial Ocer and Corporate
Controller. These documents and the charters
of the Audit Committee, the Personnel
Committee and the Corporate Governance
and Nomination Committee are available on
our website at company.nokia.com/en/
about-us/corporate-governance.
Committees of the Board of Directors
The Audit Committee consists of a minimum
of three members of the Board who meet all
applicable independence, nancial literacy
and other requirements as stipulated by
Finnish law and the rules of the stock
exchanges where Nokia shares are listed, i.e.
Nasdaq Helsinki and the NYSE. As of June 17,
2014, the Audit Committee has consisted of
the following four members of the Board:
Jouko Karvinen (Chairman), Vivek Badrinath,
Elizabeth Doherty and Elizabeth Nelson.
The Audit Committee is established by the
Board primarily for the purpose of oversight
of accounting and nancial reporting
processes of Nokia and the audits of its
nancial statements. The Committee is
responsible for assisting the Board in the
oversight of: (1) the quality and integrity of
company’s nancial statements and related
disclosures; (2) the statutory audit of the
company’s nancial statements; (3) the
external auditor’s qualications 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
condential, anonymous submission by Nokia
employees of concerns relating to accounting
or auditing matters. Nokia’s disclosure
controls and procedures, which are reviewed
by the Audit Committee and approved
by the President and CEO and the Group
Chief Financial Ocer, as well as the internal
controls over nancial reporting, are designed
to provide reasonable assurance regarding
the quality and integrity of the company’s
nancial statements and related disclosures.
For further information on internal control
over nancial reporting, refer to “—Main
features of the internal control and risk
management systems in relation to the
nancial reporting process” below.
Under Finnish law, an external auditor is
elected by shareholders by a simple majority
vote at the Annual General Meeting for one
scal year at a time. The Audit Committee
proposes to the shareholders, upon its
evaluation of the qualications and
independence of the external auditor, the
nominee for election or re-election. Under
Finnish law, the fees of the external auditor
are also approved by the 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 2014,
refer to the “Auditor fees and services
—Fees andservices” section below.