Expert Corporate Governance Service (ECGS)
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Nokia - AGM 21 May 2019

Although Nokia complies with the practices of the Finnish governance code, we believe that a company listed on 2 markets (such as Nokia which is listed in Finland and in France), should comply with best practices in both markets. We also believe that all major European companies should propose to shareholders a vote on executives’ remuneration. Hence, Nokia should have proposed a vote (at least consultative) on its CEO’s remuneration, as well as the individual election of directors.

We consider that for the former shareholders of Alcatel Lucent, there is a shameful shift in governance that cannot be tolerated and we therefore recommend opposition to resolutions 9, 10 and 12.

Regarding the remuneration of the CEO, even if it is not submitted to the vote, we note that it has almost doubled compared to 2018, exceeding € 10 million, which is not tolerable.

Starting this year Mr. Piou is qualified as non-independent because he will exceed, after the AGM, 11 years of presence at the Board of Directors, which is contrary to our recommendations. On the same principle, the Finnish Governance Code requires that the independence of a director with more than 10 years of presence at the board is assessed at least once a year.

PricewaterhouseCoopers has audited the Company since the financial year 1987 (resolution 13) which exceeds our maximum acceptable term of office of 10 years or 20 years in cases where an audit tender has taken place after the initial engagement period. We consider a longer term of office may impair the auditor's independence. We welcome however that the Company has announced to change the audit firm as of financial year 2020, see resolution 14 of the agenda, and therefore exceptionally recommend to support the reappointment of PricewaterhouseCoopers for one more year to allow an orderly transmission of auditing files from the former auditor to the new one.

Nokia Corp.

Nokia is an Internet and communications technology company based in Finland. Co.'s operations are focused on three businesses: network infrastructure software, hardware and services, which Co. offers through Networks; location intelligence, which Co. provides through HERE; and advanced technology development and licensing, which Co. pursues through Technologies. Co. maintains a global presence with operations and Researh & Development facilities located in Europe, North America and Asia, and sales in approximately 130 countries. Co. has an installed base of around 600 customers worldwide and these operators serve over 4 billion subscribers.


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