Nokia 2008 Annual Report Download - page 112

Stock Options
The stock options to be granted in 2009 are out of the Stock Option Plan 2007 approved by the
Annual General Meeting in 2007. For more information on Stock Option Plan 2007 see “EquityBased
Compensation Programs—Stock options” above.
Restricted Shares
The restricted shares to be granted under the Restricted Share Plan 2009 will have a threeyear
restriction period. The restricted shares will vest and the payable Nokia shares be delivered mainly in
2012, subject to fulfillment of the service period criteria. Participants will not have any shareholder
rights or voting rights during the restriction period, until the Nokia shares are transferred and
delivered to plan participants at the end of the restriction period.
Maximum Planned Grants in 2009
The maximum number of planned grants under the 2009 Equity Program (i.e., performance shares,
stock options and restricted shares) in 2009 are set forth in the table below.
Plan type
Maximum Number of Planned Grants under
the 2009 Equity Program in 2009
Stock Options ........................................ 7million
Restricted Shares ..................................... 5million
Performance Shares at Threshold
(1)
....................... 4.5million
(1)
The maximum number of Nokia shares to be delivered at maximum performance is four times the
number at threshold, i.e., a total of 18 million Nokia shares.
As at December 31, 2008, the total dilutive effect of Nokia’s stock options, performance shares and
restricted shares outstanding, assuming full dilution, was approximately 2% in the aggregate. The
potential maximum effect of the proposed equity program 2009 would be approximately another
0.6%.
6C. Board Practices
The Board of Directors
The operations of the company are managed under the direction of the Board of Directors, within the
framework set by the Finnish Companies Act and our Articles of Association as well as any
complementary rules of procedure as defined by the Board, such as the Corporate Governance
Guidelines and related Board Committee charters.
The Board represents and is accountable to the shareholders of the company. The Board’s
responsibilities are active, not passive, and include the responsibility regularly to evaluate the
strategic direction of the company, management policies and the effectiveness with which
management implements them. The Board’s responsibilities further include overseeing the structure
and composition of the company’s top management and monitoring legal compliance and the
management of risks related to the company’s operations. In doing so the Board may set annual
ranges and/or individual limits for capital expenditures, investments and divestitures and financial
commitments not to be exceeded without Board approval.
The Board has the responsibility for appointing and discharging the Chief Executive Officer and the
other members of the Group Executive Board. The Chief Executive Officer also acts as President, and
his rights and responsibilities include those allotted to the President under Finnish law. Subject to the
requirements of Finnish law, the independent directors of the Board confirm the compensation and
the employment conditions of the Chief Executive Officer upon the recommendation of the Personnel
Committee. The compensation and employment conditions of the other members of the Group
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