Nokia 2010 Annual Report Download - page 165

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
Nokia Leadership Team two times the member’s annual base salary, respectively. To meet this
requirement, all members of the Nokia Leadership Team 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 a policy in respect of insiders’ trading in Nokia securities. The
members of the Board and the Nokia Leadership Team are considered as primary insiders. Under the
policy, the holdings of Nokia securities by the primary insiders are public information, which is
available from Euroclear Finland Ltd. and available 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 including the day
of the release and the fourweek “closedwindow” period immediately preceding the release of our
annual results including the day of the release. 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, 2010 a total of 536 225 792 ADSs (equivalent to the same number of shares or
approximately 14.32% of the total outstanding shares) were outstanding and held of record by
14 419 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 number of holders is 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, 2010 was 500 266.
At December 31, 2010, there were 191 790 holders of record of our ordinary shares. Of these holders,
around 540 had a registered address in the United States and held a total of 1 777 738 of our shares,
approximately 0.05% of the total outstanding shares. In addition, certain accounts of record with a
registered address other than in the United States hold our shares, in whole or in part, beneficially for
United States persons.
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.
7B. Related Party Transactions
There have been no material transactions during the last three fiscal years to which any director,
executive officer or 5% shareholder, or any relative or spouse of any of them, was a party. There is no
significant outstanding indebtedness owed to Nokia by any director, executive officer or 5% shareholder.
There are no material transactions with enterprises controlling, controlled by or under common
control with Nokia or associates of Nokia.
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