Nokia 2011 Annual Report Download - page 205

ITEM 16G. CORPORATE GOVERNANCE
The following is a summary of any significant ways in which our corporate governance practices differ
from those followed by US domestic companies under the corporate governance standards of the New
York Stock Exchange, or NYSE. There are no significant differences in the corporate governance
practices followed by us as compared to those followed by US domestic companies under the NYSE
corporate governance standards, except that we follow the requirements of Finnish law with respect to
the approval of equity compensation plans. Under Finnish law, stock option plans require shareholder
approval at the time of their launch. All other plans that include the delivery of company stock in the
form of newly-issued shares or treasury shares require a shareholder approval at the time of the
delivery of the shares or, if the shareholder approval is granted through an authorization to the Board
of Directors, no more than a maximum of five years earlier. The NYSE corporate governance
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 two exceptions outlined below. The Finnish Corporate Governance Code is
available, for instance, at www.cgfinland.fi.
Nokia is not in full compliance with recommendation 39 of the Finnish Corporate Governance Code as
Nokia’s Restricted Share Plans do not include any performance criteria but are time-based only, with a
restriction period of at least three years from the grant. However, restricted shares are granted only on
a selective basis to promote long-term retention of functional mastery and other 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 Nokia’s peers, especially in the United States,
commonly use such shares. The Restricted Share Plans also promote employee share ownership, and
are used in conjunction with the Performance Share and Stock Option Plans. Further, in 2011 Nokia
did not fully comply with recommendation 4 of the Finnish Corporate Governance Code as Helge Lund,
who was proposed for the first time to the Board, was not able to attend the Annual General Meeting
held on May 3, 2011. However, there were well-founded reasons for his absence and all of the
prospective directors, including Mr. Lund, were introduced to the shareholders via video messages.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
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
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