Nokia 2010 Annual Report Download - page 184

of Directors, no more than a maximum of five years earlier. The NYSE listing standards require that
the equity compensation plans be approved by a company’s shareholders.
Our 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
October 1, 2010, with the exception outlined below. The Finnish Corporate Governance Code is
accessible, among others, at
www.cgfinland.fi .
Nokia restricted share plans depart from the recommendation 39 of the Finnish Corporate Governance
Code as it does not include performance criteria and is timebased only, with a restriction period of at
least three years from the grant. However, restricted shares are granted only on a very selective basis
to promote longterm retention of key employees and executives deemed critical for the future
success of Nokia as well as to support attraction of promising external talent in a competitive
environment in which our peers, especially in the US, commonly use such shares. Nokia restricted
share plans also promote share ownership of the participants of the plans and acts as a
supplementary equity incentive instrument to our performance share and stock option plans.
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 Income Statements .................................................... F2
Consolidated Statements of Comprehensive Income . . . .................................. F3
Consolidated Statements of Financial Position .......................................... F4
Consolidated Statements of Cash Flows ............................................... 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.
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 Stephen Elop, Chief Executive Officer of Nokia Corporation, pursuant to Section 302
of the SarbanesOxley Act of 2002.
12.2 Certification of Timo Ihamuotila, Chief Financial Officer of Nokia Corporation, pursuant to
Section 302 of the SarbanesOxley Act of 2002.
13 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
SarbanesOxley Act of 2002.
15.(a) Consent of Independent Registered Public Accounting Firm.
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