Nokia 2015 Annual Report Download - page 80

78 NOKIA IN 2015
Corporate governance statement continued
Operations 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 have 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our top management and monitoring legal
compliance and the management of risks
related to our operations. In doing so, the
Board may set annual ranges and/or individual
limits for capital expenditures, investments
and divestitures and nancial commitments
that may not 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 integral parts of
Board deliberations and risk related updates
are provided to the Board on a recurring basis.
For a more detailed description of our risk
management policies and processes, refer
to“—Risk management, internal control
andinternal audit functions at Nokia—Main
features of risk management systems” below.
The Board has the responsibility for
appointing and discharging the President
andCEO and the other members of the Group
Leadership Team. Since May 2014, Rajeev Suri
has served as the President and CEO. His
rights and responsibilities include those
allotted to the President under Finnish law
andhe also chairs the 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 of the Board. The compensation
and employment conditions of the other
members of the 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 Corporate Governance
and Nomination Committee and the
Personnel Committee. These committees
assist the Board in its duties pursuant to
theirrespective committee charters. The
independent directors of the Board elect
themembers and chairs of the Board’s
committees from among the Board’s
independent directors based on the
recommendation of the Corporate
Governance and Nomination Committee
andbased on 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 our Corporate Governance
Guidelines, the Board conducts annual
performance evaluations, which also include
evaluations of the Board committees’ work.
In2015, 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.