Nokia 2015 Annual Report Download - page 81

79
Corporate governance
NOKIA IN 2015
Meetings of the Board of Directors
The Board held 25 meetings excluding committee meetings during 2015, of which approximately 40% were regularly scheduled meetings
heldin person, complemented by meetings via video or conference calls or by other means. Additionally, in 2015, the non-executive directors
held meetings regularly without management in connection with Board meetings. Also, the independent directors held one separate meeting
in2015.
Directors’ attendance at the Board meetings, including committee meetings but excluding meetings among the non-executive directors or
independent directors only, in 2015 is set forth in the table below:
Board meetings
%
Audit
Committee
meetings
%
Corporate
Governance
and Nomination
Committee
meetings
%
Personnel
Committee
meetings
%
Vivek Badrinath 100 100 – –
Bruce Brown 96 –100 100
Elizabeth Doherty 92 71 – –
Simon Jiang (as of May 5, 2015) 93 – – 75
Jouko Karvinen 100 100 100 –
Mårten Mickos (until May 5, 2015) 100 –––
Elizabeth Nelson 88 85 – –
Risto Siilasmaa 100 –100(1) –
Kari Stadigh 100 –86 86
Dennis F. Strigl (until May 5, 2015) 80 – – 66
(1) As of May 5, 2015.
Additionally, many of the directors attended
as non-voting observers in meetings of a
committee of which they were not a member.
According to the Board practices, the
non-executive directors meet without
management in connection with each regularly
scheduled meeting. Such sessions are chaired
by the non-executive Chair of the Board. If the
non-executive Chair of the Board is unable
tochair these meetings, the non-executive
ViceChair of the Board chairs the meeting.
Additionally, 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 2015, except Dennis F. Strigl,
attended Nokia’s Annual General Meeting
held on May 5, 2015. All the directors elected
at the Annual General Meeting 2015, except
forSimon Jiang and Kari Stadigh, attended
the Extraordinary General Meeting held on
December 2, 2015. The Finnish Corporate
Governance Code 2010 recommended that
the Chair 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.
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 Nasdaq Helsinki and the
NYSE. As of May 5, 2015, the Audit Committee
consisted of the following four members of
the Board: Jouko Karvinen (Chair), Vivek
Badrinath, Elizabeth Doherty andElizabeth
Nelson. As of January 8, 2016, following the
completion of the initial oer period of the
public exchange oer for all outstanding
Alcatel Lucent securities, the Audit Committee
has consisted of the following ve members
of the Board: Jouko Karvinen (Chair), Vivek
Badrinath, Louis R. Hughes, Jean C. Monty
and Elizabeth Nelson.
The Audit Committee is established by the
Board primarily for the purpose of oversight
of the 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 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 our
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 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 “—Risk
management, internal control and internal
audit functions at Nokia—Description of
internal control procedures in relation to
thenancial reporting process” below.