Nokia 2014 Annual Report Download - page 86

84 NOKIA IN 2014
Corporate governance statement continued
The primary purpose of the Personnel
Committee is to oversee the personnel
related policies and practices at Nokia, as
described in the Committee charter. It assists
the Board in discharging its responsibilities in
relation 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 terms of employment;
(2) all equity-based plans; (3) incentive
compensation plans, policies and programs
of the company aecting executives; and
(4) other signicant incentive plans. The
Committee is responsible for overseeing
compensation philosophy and principles and
ensuring the above compensation programs
are performance-based, designed to
contribute to the long-term shareholder
value creation and alignment to shareholders’
interests, properly motivate management,
and support overall corporate strategies.
The Committee is responsible for the review
of senior management development and
succession plans.
The Personnel Committee held seven
meetings in 2014. The average attendance
at the meetings was 92%. In addition,
any director who so wishes may attend
meetings by the Personnel Committee
as a non-voting observer.
For further information on the activities
of the Personnel Committee, refer to
“Compensation governance practices”
on page 97.
The Corporate Governance and Nomination
Committee consists of three to ve members
of the Board who meet all applicable
independence 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 Corporate Governance and
Nomination Committee has consisted of
the following three members of the Board:
Jouko Karvinen (Chairman), Bruce Brown
and Kari Stadigh.
The Corporate Governance and Nomination
Committee’s purpose is: (1) to prepare the
proposals for the general meetings in respect
of the composition of the Board and the
director remuneration to be approved by the
shareholders; and (2) to monitor issues and
practices related to corporate governance
and to propose necessary actions in
respect thereof.
The Committee fullls its responsibilities by
(1) actively identifying individuals qualied to
be elected members of the Board as well as
considering and evaluating the appropriate
level and structure of director remuneration;
(2) proposing the director nominees to the
shareholders for election at the Annual
General Meeting as well as the director
remuneration; (3) monitoring signicant
regulatory and legal developments as well
as in the practice of corporate governance
and of the duties and responsibilities of
directors of public companies; (4) assisting
the Board and each Committee of the Board
in its annual performance evaluations,
including establishing criteria to be applied
in connection with such evaluations; (5)
developing and recommending to the
Board and administering Nokia’s Corporate
Governance Guidelines; and (6) reviewing
Nokia’s disclosure in the corporate
governance statement.
The Committee has the power to appoint
search rms or advisers to identify
appropriate candidates. The Committee may
also appoint counsel or other advisers, as it
deems appropriate from time to time. The
Committee has the sole authority to appoint
or terminate the services of such search rms
or advisers and to review and approve such
search rm or adviser’s fees and other
retention terms. It is the Committee’s practice
to appoint a search rm to identify new
director candidates.
The Corporate Governance and Nomination
Committee held six meetings in 2014. The
average attendance at the meetings was
95%. In addition, any director who so wishes
may attend meetings by the Corporate
Governance and Nomination Committee
as a non-voting observer.
In discharging its oversight role, the Audit
Committee has full access to all company
books, records, facilities and personnel.
The Committee may appoint counsel,
auditors or other advisers in its sole
discretion, and must receive appropriate
funding, as determined by the Audit
Committee, from Nokia for the payment
of compensation to such outside advisers.
The Board has determined that all members
of the Audit Committee, including its
Chairman, Jouko Karvinen, are “audit
committee nancial experts” as dened in the
requirements of Item 16A of an annual report
on Form 20-F led with the U.S. Securities and
Exchange Commission (“SEC”). Mr. Karvinen
and each of the other members of the Audit
Committee are “independent directors” as
dened in Section 303A.02 of the New York
Stock Exchange Listed Company Manual.
The Audit Committee meets a minimum of
four times a year based upon a schedule
established at the rst 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 direct access
tothe Audit Committee, without involvement
of management.
The Audit Committee held ten meetings
in 2014. The average attendance at the
meetings was 98%. In addition, any director
who so wishes may attend meetings of the
Audit Committee as a non-voting observer.
The Personnel Committee consists of a
minimum of three members of the Board
who meet all applicable independence
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 Personnel
Committee has consisted of the following
three members of the Board: Bruce Brown
(Chairman), Kari Stadigh and Dennis Strigl.