Corporate governance

Our corporate governance practices comply with Finnish laws, our Articles of Association and the Corporate Governance Guidelines adopted by the Nokia Board. The Corporate Governance Guidelines include the Directors’ responsibilities, the composition and election of the members of the Board and its Committees, and certain other matters relating to our corporate governance practices. We also comply with the Finnish Corporate Governance Code adopted by the Securities Market Association. The Code is available on the Securities Market Association’s website.

In addition, we comply with the rules and recommendations of Nasdaq Helsinki and Euronext Paris due to the listing of our shares on the exchanges. As a result of the listing of our American Depositary Shares on the New York Stock Exchange (NYSE) and our registration under the US Securities Exchange Act of 1934, we follow the applicable U.S. federal securities laws and regulations, including the Sarbanes-Oxley Act of 2002 as well as the rules of the NYSE, in particular the corporate governance standards under Section 303A of the NYSE Listed Company Manual.

Our Corporate Governance Statement is prepared annually in accordance with Chapter 7, Section 7 of the Finnish Securities Markets Act and the Finnish Corporate Governance Code.

We comply with the New York Stock Exchange’s (NYSE) corporate governance listing standards to the extent such provisions are applicable to us as a foreign private issuer. To the extent compliance with any non-domestic rules would conflict with the laws of Finland, we are obliged to comply with Finnish laws and applicable regulations.

There are no significant differences in the corporate governance practices applied by Nokia as compared to those applied by US companies under the NYSE corporate governance listing standards, with the exception that Nokia complies with the requirements of Finnish law with respect to the approval of equity compensation plans.

Under Finnish law, stock option plans require shareholders’ approval or authorization to the Board 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, unless the shareholder approval has been granted through an authorization to the Board. The NYSE corporate governance standards require that the equity compensation plans be approved by a company’s shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic requirements.