Nokia 2011 Annual Report Download - page 186

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 provide training for 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, 2011, a total of 590 682 937 ADSs (equivalent to the same number of shares or
approximately 15.77% of the total outstanding shares) were outstanding and held of record by 13 719
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, 2011 was 451 829.
Based on information known to us as of February 29, 2012, as at December 31, 2011, Dodge & Cox
Incorporated beneficially owned 225 166 268 Nokia shares or ADRs combined, and Capital Research
and Management Company beneficially owned 201 022 674 Nokia shares or ADRs combined, which at
that time corresponded to approximately 6.0% and 5.4% 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.
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.
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