Nokia 2015 Annual Report Download - page 103

101
Corporate governance
NOKIA IN 2015
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
Owned
Dec. 31, 2015
Jan 1, 2017 Jan 1, 2018
Owned
Long-term incentive 2015
Long-term incentive 2014
Value of
shares,
EURm
Threshold
Shareholding target and awards held by the President
and CEO of Nokia
1. Valued at EUR 6.60 per share as at December 31, 2015.
2. Projections do not take into account any potential sales of shares
to meet tax associated liabilities.
3. Subject to disposals to meet tax liabilities it is expected that the President
and CEO will meet the shareholding requirements of Nokia when the long-term incentive
2014 awards vest assuming that they vest at or above target.
Unvested Equity awards held by the President and Chief Executive
Ocer at December 31, 2015
The following table provides certain information relating to
performance shares held by the President and CEO at December 31,
2015. These entitlements were granted pursuant to our performance
share plans 2014 and 2015. The 2014 performance share plan will
vest on January 1, 2017, and is expected to vest at 125.72% of the
target award. For a description of our performance share plans, refer
to Note 25, Share based payment, of our consolidated nancial
statements included in this annual report.
Performance shares:
Shares receivable
through performance
shares at threshold
Shares receivable
through performance
shares at maximum(1)
Number of unvested equity
awards held by the President
and CEO 538 520 2 154 078
(1) At maximum performance under the performance share plans 2014 and 2015, the number
ofshares deliverable equals four times the number of performance shares at threshold.
Theperformance period for the performance share plan 2014 ended on December 31, 2015,
and the threshold performance criteria for net sales and EPS were met and a settlement to the
participants will occur in accordance with the plan in 2017.
Other share-based awards
Additionally, Mr. Suri holds options under the Nokia Networks EIP
asdescribed under “—Long-term incentives” above.
Unvested equity awards held by the Nokia Group Leadership Team at December 31, 2015
The following table sets forth the potential ownership interest through the holding of equity-based incentives of the Nokia Group Leadership
Team, including the President and CEO.
Shares receivable
through stock options
Shares receivable
through performance
shares at threshold
Shares receivable
through performance
shares at maximum(4)
Shares receivable
through restricted
shares
Number of unvested equity awards held by the
Group Leadership Team(1) 565 000 1 108 462 4 433 846 206 164
% of the outstanding shares(2) 0.01% 0.03% 0.11% 0.01%
% of the total outstanding equity incentives (per instrument)(3) 15.52% 9.67% 9.67% 9.80%
(1) Includes the four Group Leadership Team members in oce at year-end 2015.
(2) The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at December 31, 2015, excluding shares held by Nokia Group. No member of the Group
Leadership Team owns more than 1% of the Nokia shares.
(3) The percentages are calculated in relation to the total outstanding equity incentives per instrument.
(4) At maximum performance under the performance share plans 2014 and 2015, the number of shares deliverable equals four times the number of performance shares at threshold. The performance
period for the performance share plan 2014 ended on December 31, 2015, and the threshold performance criteria for net sales and EPS were met and a settlement to the participants will occur in
accordance with the plan in 2017.
Insider trading in securities
The Board has established a policy in respect of insiders’ trading in Nokia securities (“Insider Policy”). Under the Insider Policy, the holdings of
Nokia securities by the members of the Board and the Group Leadership Team are considered public information. Nokia insiders (as dened in
the Insider Policy) are subject to certain trading restrictions and rules, including, among other things, prohibitions on trading in Nokia securities
during the 30-calendar day “closed-window” period immediately preceding the release of our interim and annual results including the day of the
release. Nokia can also set trading restrictions based on participation in projects. We update our Insider Policy from time to time and provide
training to ensure compliance with the policy. Nokia’s Insider Policy is in line with the Nasdaq Helsinki Guidelines for Insiders and also sets
requirements beyond those guidelines.
Other related party transactions
Other than the paid compensation, as described above, there have been no material transactions during the last three scal years to which
anydirector, executive ocer or 5% shareholder, or any relative or spouse of any of them, was a party. There is no signicant outstanding
indebtedness owed to Nokia by any director, executive ocer or 5% shareholder.
There are no material transactions with enterprises controlling, controlled by or under common control with Nokia or associates of Nokia.
Referto Note 34, Related party transactions, of our consolidated nancial statements included in this annual report.