Nokia 2015 Annual Report Download - page 76

74 NOKIA IN 2015
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theFinnish Corporate
Governance Code 2015, which
entered into force on January 1,
2016 (the “Finnish Corporate
Governance Code”).
Regulatory framework
Our corporate governance practices comply
with Finnish laws and regulations as well as
with our Articles of Association. We also
comply with the Finnish Corporate Governance
Code, available at www.cgnland., with the
following exception:
In 2015, we complied with the old Finnish
Corporate Governance Code 2010, with the
exception that we were not in full compliance
with recommendation 39, because our
restricted share plans did not include
performance criteria but were time-based
only. The restricted shares vest in three equal
tranches on the rst, second and the third
anniversary of the award subject to continued
employment with Nokia. Restricted shares
were to be granted on a highly limited basis
and only in exceptional retention and
recruitment circumstances, primarily in the
United States, to ensure our ability able to
retain and recruit talent vital to the future
success of the company. The restricted share
plan 2016 is designed in a similar manner,
tobe used on a limited basis for exceptional
purposes related to retention and
recruitment, primarily in the United States.
We comply with the corporate governance
standards of Nasdaq Helsinki, which are
applicable due to the listing of our shares
onthe exchange. Furthermore, as a result of
the listing of our American Depositary Shares
on the New York Stock Exchange (the“NYSE”)
and our registration under the USSecurities
Exchange Act of 1934, we must comply with
the US federal securities laws and regulations,
including the Sarbanes-Oxley Act of 2002
aswell as the rules of the NYSE, in particular
the corporate governance standards under
Section 303A of the NYSE Listed Company
Manual, which is available at http://
nysemanual.nyse.com/lcm/. We comply with
these standards to the extent such provisions
are applicable to foreign private issuers.
To the extent any non-domestic rules would
require a violation of the laws of Finland,
weare obliged to comply with Finnish law.
There are no signicant dierences in the
corporate governance practices applied by
Nokia compared to those applied by US
companies under the NYSE corporate
governance standards, with the exception
that Nokia complies with 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
shareholder approval has been granted
through an authorization to the Board, a
maximum of ve years earlier. The NYSE
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 corporate
governance standards.
The Board has also adopted corporate
governance guidelines (“Corporate
Governance Guidelines”) to reect our
commitment to good corporate governance.
Our 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 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 convene by June 30 annually. 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 and 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.
“The Board has also
adopted Corporate
Governance Guidelines
to reect our
commitment to good
corporate governance.”