Nokia 2009 Annual Report Download - page 138

Maximum Planned Grants in 2010
The maximum number of planned grants under Nokia Equity Program 2010 (i.e. performance shares,
stock options and restricted shares) in 2010 are set forth in the table below.
Plan type
Maximum Number of Planned Grants under
the Equity Based Compensation Program
in 2010
Stock Options ........................................ 8million
Restricted Shares ..................................... 6million
Performance Shares at Threshold
(1)
....................... 4.25 million
(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 17 million Nokia shares.
As at December 31, 2009, the total dilutive effect of all Nokia’s stock options, performance shares and
restricted shares outstanding, assuming full dilution, was approximately 1.6% in the aggregate. The
potential maximum effect of the proposed Equity Based Compensation Program 2010 would be
approximately another 0.8%.
Recoupment of certain equity gains
The Board of Directors has approved a policy allowing for the recoupment of equity gains realized by
Group Executive Board members under Nokia equity plans in case of a financial restatement caused
by an act of fraud or intentional misconduct. This policy will apply to equity grants made to Group
Executive Board members after January 1, 2010.
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 also 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.
Nokia has a Risk Policy which outlines Nokia’s risk management policies and processes and is
approved by the Audit Committee. The Board’s role in risk oversight includes risk analysis and
assessment in connection with each financial and business review, update and decisionmaking
proposal and is an integral part of all Board deliberations. The Audit Committee is responsible for,
among other matters, risk management relating to the financial reporting process and assisting the
Board’s oversight of the risk management function. Nokia applies a common and systematic approach
to risk management across all business operations and processes based on a strategy approved by
the Board. Accordingly, risk management at Nokia is not a separate process but a normal daily
business and management practice.
The Board has the responsibility for appointing and discharging the Chief Executive Officer, the Chief
Financial Officer and the other members of the Group Executive Board. The Chief Executive Officer,
who is separate from Chairman, also acts as President, and his rights and responsibilities include
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