Nokia 2012 Annual Report Download - page 156

For information with respect to the Nokia shares and equity awards held by the members of the Nokia
Leadership Team as at December 31, 2012, please see Item 6E. “Share Ownership.”
Equity-Based Incentive Programs
General
During the year ended December 31, 2012, we administered two global stock option plans, four global
performance share plans and four global restricted share plans. Both executives and employees
participate in these plans. Our compensation programs promote long-term value creation and
sustainability of the company and ensure that remuneration is based on performance. Performance
shares have been the main element of the company’s broad-based equity compensation program for
several years to further emphasize the performance element in employees’ long-term incentives.
The primary equity instruments for the executive employees are performance shares and stock
options. Restricted shares are also used for executives for retention purposes. The portfolio approach
is designed to build an optimal and balanced combination of long-term equity-based incentives and to
help focus recipients on long term financial performance as well as on share price appreciation, thus
aligning recipients’ interests with those of shareholders. For directors below the executive level the
primary equity instruments are performance shares and restricted shares. Below the director level,
performance shares and restricted shares are used on a selective basis to ensure retention and
recruitment of individuals with functional mastery and other employees deemed critical to Nokia’s
future success.
The equity-based incentive grants are generally conditioned upon continued employment with Nokia,
as well as the fulfillment of performance and other conditions, as determined in the relevant plan rules.
The participant group for the 2012 equity-based incentive program continued to include employees
from many levels of the organization. As at December 31, 2012, the aggregate number of participants
in all of our active equity-based programs was approximately 7 200 compared with approximately
9 300 as at December 31, 2011 reflecting changes in our grant guidelines and reduction in eligible
population.
Stock option, performance share and restricted share grants to the President and CEO are made upon
recommendation by the Personnel Committee and approved by the Board of Directors and confirmed
by the independent directors of the Board. Stock option, performance share and restricted share grants
to the other Nokia Leadership Team members and other direct reports of the President and CEO are
approved by the Personnel Committee. Stock option, performance share and restricted share grants to
other eligible employees are approved by the President and CEO on a quarterly basis, based on an
authorization given by the Board of Directors.
For a more detailed description of all of our equity-based incentive plans, see Note 24 to our
consolidated financial statements included in Item 18 of this annual report.
Performance Shares
During 2012, we administered four global performance share plans, the Performance Share Plans of
2009, 2010, 2011 and 2012, each of which, including its terms and conditions, has been approved by
the Board of Directors.
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