Corporate Governance Statement (2018)
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Corporate governance statement This corporate governance Introduction Furthermore, we engaged with our shareholders at the Annual General Meeting In 2018, we continued on delivering on Nokia’s statement is prepared in held in May where shareholders exercised commitment to strong corporate governance decision-making power and their right to accordance with Chapter 7, and related practices. To do that, the Board present questions to the Board and Section 7 of the Finnish Securities activities were structured to develop the management. At that meeting, we also met Company’s strategy and to enable the Board Markets Act (2012/746, as our aim to have representation of at least to support the management on the delivery 40% of both genders on our Board well in amended) and the Finnish of it within a transparent governance advance of the target date of January 1, framework. In addition to regular business and Corporate Governance Code 2015 2020. In addition, the Board established a financial updates at each Board meeting, the Technology Committee to review high level (the “Finnish Corporate table below sets out a high-level overview of innovation and technology strategies of the Governance Code”). the key areas of focus for the Board’s and its Company and to engage in a dialogue with Committee’s activities during the year. the management with respect to major January March April May July October November Board – Approval of the long-range – Strategy update – Corporate strategy and – Customer Operations and – Annual strategy meeting – Corporate and detailed business and annual plans – Approval of financial strategy use cases review business group strategy – Talent development and group strategy recapitulation – Group key risks statements – Past M&A cases execution update leadership succession – IT and Security – Capital structure – AGM proposals and convening – Corporate responsibility – Bond refinancing – AI strategy of the AGM – Appointment of the Chairs – Privacy – Strategic deep-dive into – Talent development and and Committees a business unit leadership succession – Establishment of Technology – Privacy Committee – Compliance and litigation – Equity programs – Board evaluation CGN – Board composition and – AGM proposals – Proposal for the Chair and – Board evaluation planning – Board composition Committee remuneration Vice Chair of the Board and – Board remuneration – Corporate Governance – Board evaluation results composition of the Board’s benchmarking Statement – Corporate Governance statement Committees – Corporate Governance update – Corporate Governance update Personnel – Achievement & performance – Incentive finalization – Diversity review – Compensation strategy – Incentive framework Committee outcomes – Succession update and philosophy – Detailed equity plans – Incentive targets and objectives – Executive compensation – Talent summit review – Compensation risk assessment – Equity programs review – Culture update – Culture, demography and diversity updates Audit – Q4 and full year financials – Review of Annual reports – Q1 financials – Technology presentations by – Q2 financials – Q3 financials – Financial update Committee – Compliance, Internal Audit and – AGM proposals – Compliance, Internal Audit the Audit firm candidates – Audit scope – Pension assets and liabilities – Enterprise Risk Management Internal Controls updates – Audit firm rotation and Internal Controls updates – Review of audit services – Security (ERM) update – Review of audit services – Annual audit plan – Compliance, Internal Audit and – Audit firm rotation – Audit firm rotation – Audit firm rotation – Review of Auditor services Internal Controls updates – Security – Audit firm rotation – Audit firm rotation Technology – Review of new strategic – Review of new strategic Committee technology initiatives technology initiatives – Updates on major innovation – Updates on major innovation and technology trends and technology trends 64 NOKIA IN 2018 Corporate governance innovation and technology trends, related risks and opportunities and the Company’s technology competitiveness and bets. We also noted in the Annual General Meeting that we have started a tender process regarding the rotation of our audit firm in accordance with the EU Audit Regulation. This has been one of the key focus areas of the Board’s Audit Committee in 2018. During 2018, the Chair of the Personnel Committee also engaged with our largest investors to discuss executive remuneration as well as the related governance and disclosure practices. January March April May July October November Board – Approval of the long-range – Strategy update – Corporate strategy and – Customer Operations and – Annual strategy meeting – Corporate and detailed business and annual plans – Approval of financial strategy use cases review business group strategy – Talent development and group strategy recapitulation – Group key risks statements – Past M&A cases execution update leadership succession – IT and Security – Capital structure – AGM proposals and convening – Corporate responsibility – Bond refinancing – AI strategy of the AGM – Appointment of the Chairs – Privacy – Strategic deep-dive into – Talent development and and Committees a business unit leadership succession – Establishment of Technology – Privacy Committee – Compliance and litigation – Equity programs – Board evaluation CGN – Board composition and – AGM proposals – Proposal for the Chair and – Board evaluation planning – Board composition Committee remuneration Vice Chair of the Board and – Board remuneration – Corporate Governance – Board evaluation results composition of the Board’s benchmarking Statement – Corporate Governance statement Committees – Corporate Governance update – Corporate Governance update Personnel – Achievement & performance – Incentive finalization – Diversity review – Compensation strategy – Incentive framework Committee outcomes – Succession update and philosophy – Detailed equity plans – Incentive targets and objectives – Executive compensation – Talent summit review – Compensation risk assessment – Equity programs review – Culture update – Culture, demography and diversity updates Audit – Q4 and full year financials – Review of Annual reports – Q1 financials – Technology presentations by – Q2 financials – Q3 financials – Financial update Committee – Compliance, Internal Audit and – AGM proposals – Compliance, Internal Audit the Audit firm candidates – Audit scope – Pension assets and liabilities – Enterprise Risk Management Internal Controls updates – Audit firm rotation and Internal Controls updates – Review of audit services – Security (ERM) update – Review of audit services – Annual audit plan – Compliance, Internal Audit and – Audit firm rotation – Audit firm rotation – Audit firm rotation – Review of Auditor services Internal Controls updates – Security – Audit firm rotation – Audit firm rotation Technology – Review of new strategic – Review of new strategic Committee technology initiatives technology initiatives – Updates on major innovation – Updates on major innovation and technology trends and technology trends NOKIA IN 2018 65 Corporate governance statement continued Corporate governance framework delivery of the shares unless a shareholder approval has been granted through an General Meeting of Shareholders authorization to the Board, a maximum of five years earlier. The NYSE corporate governance standards require that the equity compensation plans are approved by the company’s shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic corporate Board of Directors governance standards. Audit Committee External Personnel Committee Internal The Board has also adopted corporate Audit Corporate Governance and Audit governance guidelines (Corporate Governance Nomination Committee Guidelines) to reflect our commitment to Technology Committee good corporate governance. The Corporate Governance Guidelines include the directors’ responsibilities, the composition and election of the members of the Board, its committees and certain other matters relating to corporate governance. In addition, the Committees of the Board have adopted charters that define committees’ main duties President and CEO and operating principles. We also have a Code Group Leadership Team of Conduct that is applicable to all of our employees, directors and management and the Code of Ethics applicable to the President Regulatory framework We comply with the corporate governance and CEO, Chief Financial Officer, Deputy Chief standards of Nasdaq Helsinki which are Financial Officer, and Corporate Controller. All Our corporate governance practices comply applicable to us due to the listing of our of the mentioned documents are available on with Finnish laws and regulations as well as shares on the exchange. Furthermore, our website at http://www.nokia.com/en_int/ with our Articles of Association. We also as a result of the listing of our American investors/corporate-governance. comply with the Finnish Corporate Depositary Shares on the New York Stock Governance Code, available at www.cgfinland. Exchange (the NYSE) and our registration Main corporate governance fi. Under the Finnish Corporate Governance under the U.S. Securities Exchange Act of Code a company is deemed to be in 1934, we must comply with the applicable bodies of Nokia compliance with the Corporate Governance U.S. federal securities laws and regulations, Code even if it departs from individual Pursuant