Nokia 2007 Annual Report Download - page 110

Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or
dividend rights associated with these performance shares.
Stock Options
The stock options to be granted in 2008 are out of the Stock Option Plan 2007 approved by the
Annual General Meeting in 2007. For more information on Stock Option Plan 2007 see “EquityBased
Compensation Programs—Stock options” above.
Restricted Shares
The restricted shares to be granted under the Restricted Share Plan 2008 will have a threeyear
restriction period. The restricted shares will vest and the payable Nokia shares be delivered mainly in
2011, subject to fulfillment of the service period criteria. Participants will not have any shareholder
rights or voting rights during the restriction period, until the Nokia shares are transferred and
delivered to plan participants at the end of the restriction period.
Maximum Planned Grants in 2008
The maximum number of planned grants under the 2008 Equity Program (i.e., performance shares,
stock options and restricted shares) in 2008 are set forth in the table below.
Plan type
Maximum Number of Planned Grants under
the 2008 Equity Program in 2008
Stock Options ........................................ 5million
Restricted Shares ..................................... 4million
Performance Shares at Threshold
(1)
....................... 3million
(1)
The maximum number of shares to be delivered at maximum performance is four times the num
ber at threshold, i.e., a total of 12 million Nokia shares.
As at December 31, 2007, the total dilutive effect of Nokia’s stock options, performance shares and
restricted shares outstanding, assuming full dilution, was approximately 2.3% in the aggregate. The
potential maximum effect of the proposed equity program 2008 would be approximately another
0.6%.
6.C Board Practices
The Board of Directors
The operations of the company are managed under the direction of the Board of Directors, within the
framework set by the Finnish Companies Act and our Articles of Association and the complementary
Corporate Governance Guidelines and related charters adopted by the Board.
The Board represents and is accountable to the shareholders of the company. The Board’s responsibil
ities are active, not passive, and include the responsibility regularly to evaluate the strategic direction
of the company, management policies and the effectiveness with which management implements
them, and assesses the overall risk of the company. The Board’s responsibilities further include
overseeing the structure and composition of the company’s top management and monitoring legal
compliance and the management of risks related to the company’s operations. In doing so the Board
may set annual ranges and/or individual limits for capital expenditures, investments and divestitures
and financial commitments not to be exceeded without Board approval.
The Board has the responsibility for appointing and discharging the Chief Executive Officer and the
other members of the Group Executive Board. The Chief Executive Officer also acts as President, and
his rights and responsibilities include those allotted to the President under Finnish law. Subject to the
requirements of Finnish law, the independent directors of the Board confirm the compensation and
the employment conditions of the Chief Executive Officer upon the recommendation of the Personnel
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