Nokia 2009 Annual Report Download - page 151

Stock Ownership Guidelines for Executive Management
One of the goals of our longterm equitybased incentive program is to focus executives on promoting
the longterm value sustainability of the company and on building value for shareholders on a long
term basis. In addition to granting stock options, performance shares and restricted shares, we also
encourage stock ownership by our top executives and have stock ownership commitment guidelines
with minimum recommendations tied to annual base salaries. For the President and CEO, the
recommended minimum investment in Nokia shares corresponds to three times his annual base
salary and for members of the Group Executive Board two times the member’s annual base salary,
respectively. To meet this requirement, all members of the Group Executive Board are expected to
retain 50% of any aftertax gains from equity programs in shares until the minimum investment level
is met. The Personnel Committee regularly monitors the compliance by the executives with the stock
ownership guidelines.
Insider Trading in Securities
The Board of Directors has established and regularly updates a policy in respect of insiders’ trading in
Nokia securities. The members of the Board and the Group Executive Board are considered as primary
insiders. Under the policy, the holdings of Nokia securities by the primary insiders are public
information, which is available in the Finnish Central Securities Depositary and on our website. Both
primary insiders and secondary insiders (as defined in the policy) are subject to a number of trading
restrictions and rules, including, among other things, prohibitions on trading in Nokia securities
during the threeweek “closedwindow” period immediately preceding the release of our quarterly
results and the fourweek “closedwindow” period immediately preceding the release of our annual
results. In addition, Nokia may set trading restrictions based on participation in projects. We update
our insider trading policy from time to time and closely monitor compliance with the policy. Nokia’s
insider policy is in line with the NASDAQ OMX Helsinki Guidelines for Insiders and also sets
requirements beyond those guidelines.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7A. Major Shareholders
At December 31, 2009, 725 633 062 ADSs (equivalent to the same number of shares or approximately
19.38% of the total outstanding shares) were outstanding and held of record by 15 309 registered
holders in the United States. We are aware that many ADSs are held of record by brokers and other
nominees, and accordingly the above numbers are not necessarily representative of the actual
number of persons who are beneficial holders of ADSs or the number of ADSs beneficially held by such
persons. Based on information available from Automatic Data Processing, Inc., the number of
beneficial owners of ADSs as at December 31, 2009 was 704 453.
At December 31, 2009, there were 154 786 holders of record of our shares. Of these holders, around
553 had registered addresses in the United States and held a total of 1 967 024 of our shares,
approximately 0.05% of the total outstanding shares. In addition, certain accounts of record with
registered addresses other than in the United States hold our shares, in whole or in part, beneficially
for United States persons.
Based on information known to us as of February 24, 2010, as at December 31, 2009, Morgan Stanley
beneficially owned 53 971 296 Nokia shares and its whollyowned subsidiary Morgan Stanley & Co.
International plc 46 304 558 Nokia shares and Capital World Investors, a division of Capital Research
and Management Company, 12 333 500 Nokia shares, which at that time corresponded to
approximately 1.4%, 1.2% and 0.3% of the share capital of Nokia, respectively.
As far as we know, Nokia is not directly or indirectly owned or controlled by any other corporation or
any government, and there are no arrangements that may result in a change of control of Nokia.
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