Nokia 2015 Annual Report Download - page 82

80 NOKIA IN 2015
Corporate governance statement continued
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
prepares the proposal to the shareholders,
upon its evaluation of the qualications and
independence of the external auditor, of 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 prepares the
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 2015, refer
to the “—Auditor fees and services” below.
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 Chair,
Jouko Karvinen, are “audit committee
nancial experts” as dened in the
requirements of Item 16A of the 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 NYSE 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 the
involvement of management.
The Audit Committee held seven meetings
in2015. The average attendance at the
meetings was 100%. Additionally, any director
who so wishes may attend meetings of the
Audit Committee as a non-voting observer.
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 Nasdaq Helsinki
and the NYSE. As of May 5, 2015, the
Corporate Governance and Nomination
Committee consisted of the following four
members of the Board: Risto Siilasmaa (Chair),
Bruce Brown, Jouko Karvinen and Kari Stadigh.
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 Corporate
Governance and Nomination Committee
hasconsisted of the following ve members
of the Board: Risto Siilasmaa (Chair),
BruceBrown, Jouko Karvinen, Olivier Piou
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 general
meetings 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
recruitment 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 rms or
advisers and to review and approve such
rm’s or adviser’s fees and other retention
terms. Itis the Committee’s practice to
appoint a recruitment rm to identify
newdirector candidates.