Pursuant to the provisions of the Finnish Companies Act and our articles of association, the control and management of Nokia is divided among the shareholders at a general meeting, the Board of Directors and the Group Executive Board.



Board of Directors

The Board decides on matters that, in relation to the Group's activities, are significant in nature. Such matters include confirmation of the strategic guidelines, approval of the periodic plans and decisions on major investments and divestments. The Board appoints the CEO, who also acts as President, the Chairman and the members of Nokia's Group Executive Board. The Board also confirms the remuneration of the CEO.

The roles and responsibilities of the Board and its committees are defined in the Corporate Governance Guidelines and the committee charters. The Board's committees consist of the Audit Committee, the Personnel Committee and the Corporate Governance and Nomination Committee. The Board regularly reviews these guidelines and charters in order to ensure that they appropriately comply with what the Board believes to be best practices of corporate governance. The Board and each of its committees conducts annual performance self-evaluations.

Board of Directors
Committees of the Board
Compensation
Board Charters

Group Executive Board

Nokia's articles of association provide for a Group Executive Board, which is responsible for managing the operations of Nokia. The Chairman and the members of the Group Executive Board are appointed by the Board of Directors. Only the Chairman of the Group Executive Board can be a member of both the Board of Directors and the Group Executive Board.

Group Executive Board
Compensation
Insiders' Ownership
Company Codes

Annual General Meeting

The shareholders of Nokia use their decision-making power in Nokia's general meetings. The Annual General Meeting is usually held in each March, April or May.

Annual General Meeting

Auditor

The independent auditor is elected annually by Nokia’s shareholders at the Annual General Meeting. PricewaterhouseCoopers Oy was re-elected as Nokia’s independent auditor for the fiscal year 2007 at the Annual General Meeting on May 3, 2007.

Auditor remuneration

Corporate Governance Practices

Nokia follows rules and recommendations of the Helsinki, New York, Stockholm and Frankfurt stock exchanges, where applicable.

Nokia's corporate governance practices comply with the Corporate Governance Recommendation for Listed Companies approved by the Helsinki Stock Exchange in December 2003, effective as of July 1, 2004.

Nokia has an internal audit function that acts as an independent appraisal function by examining and evaluating the adequacy and effectiveness of the company’s system of internal control. Internal audit resides administratively within the CFO’s organization and reports to the Audit Committee of the Board of Directors. The head of internal audit function has at all times direct access to the Audit Committee, without involvement of the management.

Under the New York Stock Exchange's corporate governance listing standards, listed foreign private issuers, like Nokia, must disclose any significant ways in which their corporate governance practices differ from those followed by US domestic companies under the NYSE listing standards. There are no significant differences in the corporate governance practices followed by Nokia as compared to those followed by US domestic companies under the NYSE listing standards, except that Nokia follows the requirements of 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 or, if shareholder approval is granted through an authorization to the Board of Directors, no more than a maximum of five years earlier. The NYSE listing standards require that equity compensation plans be approved by a company's shareholders.

Back to top