Nokia 2015 Annual Report Download - page 89

87
Corporate governance
NOKIA IN 2015
Main procedures relating to insider administration
Our insider administration is organized according to the applicable
European Union and Finnish laws and regulations as well as the Nokia
Insider Policy which sets out Group-wide rules and practices. The policy
is applicable to all Nokia insiders as well as to all Nokia Group employees.
Our insider administration’s responsibilities include internal
communications related to insider matters and arrangement of related
trainings; organizing and maintaining our insider registers; and
overseeing the compliance with the insider rules.
Auditor fees and services
PricewaterhouseCoopers Oy has served as Nokia’s auditor for each of
the scal years in the three-year period ended December 31, 2015.
The auditor is elected annually by Nokia shareholders at the Annual
General Meeting for the scal year in question. The Audit Committee
of the Board prepares the proposal to the shareholders in respect of
the appointment of the auditor based upon its evaluation of the
qualications and independence of the auditor to be proposed for
election or re-election on an annual basis.
The following table presents fees by type paid to
PricewaterhouseCoopers for the years ended December 31:
EURm 2015 2014
Audit fees(1) 13.5 14.8
Audit-related fees(2) 3.1 0.6
Tax fees(3) 1.2 0.8
All other fees(4) 0.6 2.9
Total 18.4 19.1
(1) Audit fees consist of fees billed for the annual audit of the Group’s consolidated nancial
statements and the statutory nancial statements of the Group’s subsidiaries.
(2) Audit-related fees consist of fees billed for assurance and related services that are reasonably
related to the performance of the audit or review of the Group’s nancial statements or that are
traditionally performed by the independent auditor, and include consultations concerning
nancial accounting and reporting standards; advice on tax accounting matters; advice and
assistance in connection with local statutory accounting requirements; due diligence related to
acquisitions or divestitures; nancial due diligence in connection with provision of funding to
customers, reports in relation to covenants in loan agreements; employee benet plan audits
and reviews; and audit procedures in connection with investigations and compliance programs.
They also include fees billed for other audit services, which are those services that only the
independent auditor reasonably can provide, and include the provision of comfort letters and
consents in connection with statutory and regulatory lings and the review of documents led
with the SEC and other capital markets or local nancial reporting regulatory bodies.
(3) Tax fees include fees billed for: (i) corporate and indirect compliance including preparation and/or
review of tax returns, preparation, review and/or ling of various certicates and forms and
consultation regarding tax returns and assistance with revenue authority queries; (ii) transfer
pricing advice and assistance with tax clearances; (iii) customs duties reviews and advice; (iv)
consultations and tax audits (assistance with technical tax queries and tax audits and appeals
and advice on mergers, acquisitions and restructurings); (v) personal compliance (preparation of
individual tax returns and registrations for employees (non-executives), assistance with applying
visa, residency, work permits and tax status for expatriates); and (vi) consultation and planning
(advice on stock-based remuneration, local employer tax laws, social security laws, employment
laws and compensation programs and tax implications on short-term international transfers).
(4) Other fees include fees billed for company establishment, forensic accounting, data security,
investigations and reviews of licensing arrangements with customers, other consulting services
and occasional training or reference materials and services.
Audit Committee pre-approval policies
and procedures
The Audit Committee of the Board is responsible, among other
matters, for the oversight of the external auditor subject to the
requirements of Finnish law. The Audit Committee has adopted a
policy regarding pre-approval of audit services performed by the
external auditors of Nokia Group (including the principal auditor as
wellas any other auditor of a Nokia Group Company) and permissible
non-audit services performed by the principal external auditor of
theNokia Group (the “Pre-approval Policy”).
Under the Pre-approval Policy, proposed services either: (i) may be
pre-approved by the Audit Committee in accordance with certain
service categories described in appendices to the Pre-approval Policy
(“general pre-approval”); or (ii) require the specic pre-approval of the
Audit Committee (“specic pre-approval”). The Audit Committee may
delegate either type of pre-approval authority to one or more of its
members. The appendices to the Pre-approval Policy set out the audit,
audit-related, tax and other services that have received the general
pre-approval of the Audit Committee. All other audit, audit-related
(including services related to internal controls and signicant M&A
projects), tax and other services are subject to a specic pre-approval
from the Audit Committee. All service requests concerning generally
pre-approved services will be submitted to the Corporate Controller,
who will determine whether the services are within the services
generally pre-approved. The Pre-approval Policy and its appendices
are subject to annual review by the Audit Committee.
The Audit Committee establishes budgeted fee levels annually
foreach of the four categories of audit and non-audit services that
arepre-approved under the Pre-approval Policy, namely, audit,
audit-related, tax and other services. Requests or applications to
provide services that require specic approval by the Audit Committee
are submitted to the Audit Committee by both the external auditor
and the Corporate Controller. At each regular meeting of the Audit
Committee, the auditor provides a report in order for the Audit
Committee to review the services that the auditor is providing,
as well as the status and cost of those services.