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Corporate Governance Statement 2020

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Corporate Governance Statement 2020 Corporate governance statement This corporate governance statement is prepared in Corporate accordance with Chapter 7, Section 7 of the Finnish Securities Markets Act (2012/746, as amended) and the Finnish governance Corporate Governance Code 2020 (the “Finnish Corporate Governance Code”). statement Introduction In 2020, we continued delivering on Nokia’s commitment to strong corporate governance and related practices. To do that, the Board activities are structured to develop the company’s strategy and to enable the Board to support the management on the delivery of it within a transparent governance framework. The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the year in addition to regular business and financial updates at each Board meeting and several reviews of the impacts and actions relating to the COVID-19 pandemic. January February/March April May July September/October December Board – Digitalization update – CEO change – Transformation update – Technology Strategy update – Annual sustainability review – Annual strategy meeting – Annual plan and long-range plan – Ethics & compliance and litigation – Postponing 2020 AGM due to – Convening the remote AGM – Digitalization update – Key market strategies – New operating model planning – Enterprise Risk Management update COVID-19 – Appointment of the new – Business group strategy planning – Board evaluation – Remuneration Policy to be Board Chair presented to the AGM – Nokia Equity Program 2020 Corporate Governance – Board composition and – AGM proposals – Organization of the Board – Future Board composition – Board evaluation process and Nomination remuneration and its Committees – Corporate governance update – Board’s diversity principles Committee – Corporate governance statement – Proxy advisor policy update Personnel – Incentive targets and objectives – CEO remuneration – GLT LTI nominations – AGM update – Alignment on LTI approach – 2021 incentive program Committee – Nokia Equity Program – Remuneration Policy review – Investor feedback from – PC Advisor update – Risk review framework – Investor feedback on Remuneration Policy voting – Review of Share Ownership – Culture remuneration practices in AGM and Clawback Policies – Remuneration Report for 2020 Audit – Q4 and full-year 2019 financials, – Q1 financials – Q2 financials – Q3 financials – CFO organization Committee annual report – Compliance, internal audit – Auditor reporting – Auditor reporting – Pensions update – Compliance, internal audit and and internal controls updates – Compliance, internal audit and – Compliance, internal audit, – 20-F and annual report update internal controls updates – Auditor reporting internal controls updates internal controls updates – Financing strategy – Auditor reporting – Tax update – Climate-related financial – Financial IT – Annual Charter and Policy review – Update by the new auditor – Cybersecurity disclosures – Cybersecurity – AGM proposals to the Board – Conflict Minerals Report – Structured finance update Technology – Review of strategic technology – Review of strategic technology – Review of strategic technology – Review of strategic technology Committee initiatives initiatives initiatives initiatives – Updates on major innovation – Updates on major innovation – Updates on major innovation – Updates on major innovation and technology trends and technology trends and technology trends and technology trends 48 NOKIA IN 2020 Corporate governance Furthermore, there were a number of from his position on July 31, 2020 while convened to be held without shareholders significant corporate governance events in continuing to serve as an advisor to the and their proxy representatives being 2020. In addition to the new Board Chair and Nokia Board until January 1, 2021. present at the meeting venue. Participation Vice Chair, the President and CEO and the in the Annual General Meeting and use of Chief Financial Officer were changed and we On June 11, 2020, Nokia announced the shareholder rights was possible only by voting also announced several changes in the Group appointment of Marco Wirén as the new Chief in advance, by submitting counterproposals Leadership Team structure and composition. Financial Officer of Nokia, effective September and asking questions in advance. We also held our first-ever fully remote annual 1, 2020. The previous Chief Financial Officer general meeting at which the first vote was Kristian Pullola stepped down from his The Annual General Meeting 2020 eventually taken on the Remuneration Policy applicable position on August 31, 2020. took place at the Company’s headquarters in Espoo on May 27, 2020. Approximately to the Board members and the President On October 29, 2020, Pekka Lundmark and CEO. 43 000 shareholders representing announced the composition of the new Group approximately 2 300 million shares and Leadership Team, effective January 1, 2021. Changes in the Board, management votes were represented at the Annual Refer to the section on the Group Leadership and auditor in 2020 General Meeting through advance voting. At the end of 2019 then Chair of the Board Team and the President and CEO below for The Annual General Meeting supported all of Risto Siilasmaa informed the Board’s further information. the Board’s proposals by at least 86 percent Corporate Governance and Nomination On January 1, 2020 Deloitte Oy started as of the votes cast. Committee that he will no longer be available the new auditor of the company as result of to serve on the Nokia Board of Directors As the COVID-19 situation remains serious, the auditor rotation resolved by the Annual Nokia Corporation’s Annual General Meeting after the Annual General Meeting in 2020. General Meeting in 2019. Mr. Siilasmaa had been a Nokia Board member 2021 is planned to be held on April 8, 2021 since 2008 and served as Board Chair from Annual General Meeting 2020 and 2021 under extraordinary measures pursuant to the 2012 onwards. He also served as interim CEO On March 18, 2020, Nokia cancelled the temporary legislation, which entered into force of Nokia from 2013 to 2014. Consequently, Annual General Meeting originally convened on October 3, 2020 to prevent the spread of Vice Chair Sari Baldauf was elected as the new to be held on April 8, 2020 due to the the COVID-19 pandemic. Participation and Chair of the Board and Kari Stadigh as the new COVID-19 pandemic and related restrictions exercise of shareholder rights in the meeting Vice Chair following their re-election to the on public gatherings. will be possible only by voting in advance and Board by the Annual General Meeting in 2020. by submitting counterproposals and asking On April 27, 2020, the Board resolved on questions in advance. It is not possible for the On March 2, 2020, Nokia’s Board of Directors extraordinary measures pursuant to the shareholders or their proxy representatives appointed Pekka Lundmark as the President temporary legislation approved by the to participate in the meeting at the meeting and CEO of Nokia and he started in his new Finnish Parliament on April 24, 2020. In order venue. Proposals of the Board of Directors role on August 1, 2020. The previous to prevent the spread of the COVID-19 to the Annual General Meeting 2021 were President and CEO Rajeev Suri stepped down pandemic, the Annual General Meeting was published on February 4, 2021. January February/March April May July September/October December Board – Digitalization update – CEO change – Transformation update – Technology Strategy update – Annual sustainability review – Annual strategy meeting – Annual plan and long-range plan – Ethics & compliance and litigation – Postponing 2020 AGM due to – Convening the remote AGM – Digitalization update – Key market strategies – New operating model planning – Enterprise Risk Management update COVID-19 – Appointment of the new – Business group strategy planning – Board evaluation – Remuneration Policy to be Board Chair presented to the AGM – Nokia Equity Program 2020 Corporate Governance – Board composition and – AGM proposals – Organization of the Board – Future Board composition – Board evaluation process and Nomination remuneration and its Committees – Corporate governance update – Board’s diversity principles Committee – Corporate governance statement – Proxy advisor policy update Personnel – Incentive targets and objectives – CEO remuneration – GLT LTI nominations – AGM update – Alignment on LTI approach – 2021 incentive program Committee – Nokia Equity Program – Remuneration Policy review – Investor feedback from – PC Advisor update – Risk review framework – Investor feedback on Remuneration Policy voting – Review of Share Ownership – Culture remuneration practices in AGM and Clawback Policies – Remuneration Report for 2020 Audit – Q4 and full-year 2019 financials, – Q1 financials – Q2 financials – Q3 financials – CFO organization Committee annual report – Compliance, internal audit – Auditor reporting – Auditor reporting – Pensions update – Compliance, internal audit and and internal controls updates – Compliance, internal audit and – Compliance, internal audit, – 20-F and annual report update internal controls updates – Auditor reporting internal controls updates internal controls updates – Financing strategy – Auditor reporting – Tax update – Climate-related financial – Financial IT – Annual Charter and Policy review – Update by the new auditor – Cybersecurity disclosures – Cybersecurity – AGM proposals to the Board – Conflict Minerals
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