Nokia 2008 Annual Report Download - page 139

profits. The authorization is effective until June 30, 2009. Nokia has not repurchased any of its
own shares since September 2008. The Board of Directors will propose to the Annual General
Meeting to be held on April 23, 2009 that the current repurchase authorization will be terminated
and that the Board of Directors would be authorized to repurchase a maximum of 360 million
Nokia shares, effective until June 30, 2010.
ITEM 16G. CORPORATE GOVERNANCE
The following is a summary of any significant ways in which our corporate governance practices differ
from those followed by US domestic companies under the New York Stock Exchange’s corporate
governance listing standards. There are no significant differences in the corporate governance
practices followed by Nokia as compared to those followed by US domestic companies under the NYSE
listing standards, except that Nokia follows the requirements of Finnish law with respect to the
approval of equity compensation plans. Under Finnish law, stock option plans require shareholder
approval 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 or, if shareholder approval is granted through an authorization to the Board of
Directors, no more than a maximum of five years earlier. The NYSE listing standards require that
equity compensation plans be approved by a company’s shareholders.
Nokia’s corporate governance practices comply with the Finnish Corporate Governance Code approved
by the boards of the Finnish Securities Market Association and NASDAQ OMX Helsinki effective as of
January 1, 2009. The Finnish Corporate Governance Code is accessible, among others, at
www.cgfinland.fi .
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements are filed as part of this annual report:
Consolidated Financial Statements Report of Independent
Registered Public Accounting Firm ................................................... F1
Consolidated Profit and Loss Accounts ................................................ F3
Consolidated Balance Sheets ........................................................ F4
Consolidated Cash Flow Statements .................................................. F5
Consolidated Statements of Changes in Shareholders’ Equity .............................. F7
Notes to the Consolidated Financial Statements......................................... F9
ITEM 19. EXHIBITS
*1 Articles of Association of Nokia Corporation.
*4.1 Agreement and Plan of Merger by and among Nokia Inc., North Acquisition Corp. and NAVTEQ
Corporation dated as of October 1, 2007.
6. See Note 28 to our consolidated financial statements included in Item 18 of this annual report for
information on how earnings per share information was calculated.
8. List of significant subsidiaries.
12.1 Certification of OlliPekka Kallasvuo, Chief Executive Officer of Nokia Corporation, pursuant to
Section 302 of the Sarbanes Oxley Act of 2002.
12.2 Certification of Richard A. Simonson, Chief Financial Officer of Nokia Corporation, pursuant to
Section 302 of the SarbanesOxley Act of 2002.
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