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Amortization of goodwill
The systematic allocation of the goodwill over its useful life.
Associated companies
Nokia's financial statements include a share of the results of associated companies. These are
neither subsidiaries nor joint ventures but companies in which Nokia owns 20% to 50% voting
rights or over which it has significant influence.
Dilution is a reduction in earnings per share resulting from the assumption that, for example,
options or warrants were exercised, or that other shares were issued after meeting certain
conditions.
Minority interests
Outside ownership interests in the operations and assets of a subsidiary which have been
consolidated into Nokia's results for financial reporting purposes.
Net profit
Nokia's 'bottom line' earnings for the year after the deduction of all expenses.
Net sales
Nokia's revenue from the sale of goods and services less indirect sales tax, VAT, sales discounts
and foreign exchange differences on sales in foreign currencies.
Operating profit
Nokia's revenue from net sales after the deduction of cost of sales and related operating
expenses.
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Assets
Nokia's resources which are expected to generate future economic benefits.
Current assets
Cash and other assets Nokia expects to sell or consume within one year. Such assets include, for
example, accounts receivable and inventories of products to sell.
Current liabilities
Obligations that are due to be settled within one year of the balance sheet date.
Goodwill
Goodwill is the excess of the cost of an acquired enterprise over fair value of identifiable net
assets acquired. In other words, it is the reputation of an acquired company's products, services
and people which adds to the Group's net value.
Liabilities
Present obligations arising from past events, the settlement of which is expected to result in an
outflow from Nokia of resources embodying economic benefits. Liabilities include, for example,
debts to lenders, suppliers and tax authorities.
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Devices &
6 800 6 586 3% 6 663 2%
Services
Nokia Siemens
3 039 3 199 -5% 2 718 12%
Networks
Devices &
647 802 -19% 804 -20%
Services
Nokia Siemens
51 2 15
Networks
Devices &
9.5% 12.2% 12.1%
Services
Nokia Siemens
1.7% 0.1% 0.6%
Networks
Devices &
6 799 6 586 3% 6 663 2%
Services
Nokia Siemens
3 039 3 199 -5% 2 718 12%
Networks
Devices &
643 763 -16% 831 -23%
Services
Nokia Siemens
-179 -188 -226
Networks
Devices &
9.5% 11.6%% 12.5%
Services
Reported second quarter 2010 results2
Nokia Siemens
-5.9% -5.9% -8.3%
Networks
1
Non-IFRS results exclude special items for all periods. In addition, non-IFRS results exclude
intangible asset amortization, other purchase price accounting related items and inventory value
adjustments arising from i) the formation of Nokia Siemens Networks and ii) all business
acquisitions completed after June 30, 2008. More specific information about the exclusions from
the non-IFRS results may be found in this press release on pages 2-3, 14-16 and 18.
Nokia believes that these non-IFRS financial measures provide meaningful supplemental
information to both management and investors regarding Nokia’s performance by excluding the
above-described items that may not be indicative of Nokia’s business operating results. These
non-IFRS financial measures should not be viewed in isolation or as substitutes to the equivalent
IFRS measure(s), but should be used in conjunction with the most directly comparable IFRS
measure(s) in the reported results. A reconciliation of the non-IFRS results to our reported results
for Q2 2010 and Q2 2009 can be found in the tables on pages 11-12 and 14-18 of this press
release. A reconciliation of our Q1 2010 non-IFRS results can be found on pages 10 and 12-16 of
our Q1 2010 Interim Report of April 22, 2010.
2
Nokia reported net sales were EUR 19 525 million and earnings per share (diluted) were EUR
0.16 for the period from January 1 to June 30, 2010. Further information about the results for the
period from January 1 to June 30, 2010 can be found in this press release on pages 9-10, 12, 19-
21 and 22.
Nokia net sales of EUR 10.0 billion, up 1% year-on-year and 5% sequentially (down 4%
and up 2% at constant currency).
Devices & Services net sales of EUR 6.8 billion, up 3% year-on-year and 2%
sequentially (down 2% and 1% at constant currency).
Services net sales of EUR 158 million, up 7% sequentially; billings of EUR 295 million,
up 29% sequentially.
Nokia total mobile device volumes of 111.1 million units, up 8% year-on-year and 3%
sequentially.
Nokia converged mobile device (smartphone and mobile computer) volumes of 24.0
million units, up 42% year-on-year and 12% sequentially.
Nokia mobile device ASP (including services revenue) of EUR 61, down from EUR 62
in Q1 2010.
Devices & Services gross margin of 30.2%, down from 34.0% in Q2 2009 and 32.4% in
Q1 2010.
Devices & Services non-IFRS operating margin of 9.5%, down from 12.2% in Q2 2009
and 12.1% in Q1 2010.
NAVTEQ non-IFRS net sales of EUR 253 million, up 71% year-on-year and 34%
sequentially (up 69% and 30% at constant currency).
Nokia Siemens Networks net sales of EUR 3.0 billion, down 5% year-on-year and up
12% sequentially (down 11% and up 10% at constant currency).
Nokia Siemens Networks non-IFRS operating margin of 1.7%, up from 0.1% in Q2 2009
and 0.6% in Q1 2010.
Nokia operating cash flow of EUR 944 million.
Total cash and other liquid assets of EUR 9.5 billion at the end of Q2 2010.
Nokia taxes were unfavorably impacted by Nokia Siemens Networks taxes as no tax
benefits are recognized for certain Nokia Siemens Networks deferred tax items. If
Nokia’s estimated long-term tax rate of 26% had been applied, non-IFRS Nokia EPS
would have been approximately half a Euro cent higher.
"Despite facing continuing competitive challenges, we ended the second quarter with several
reasons to be optimistic about our future. For one, the global handset market has continued to
grow at a healthy pace, led by some of the less mature markets where Nokia is strong. We are
also encouraged by the solid second quarter performance of our Mobile Phones business, helped
by an improving line-up of affordable models.
In smartphones, we continue to renew our portfolio. We believe that the Nokia N8, the first of
our Symbian^3 devices, will have a user experience superior to that of any smartphone Nokia
has created. The Nokia N8 will be followed soon thereafter by further Symbian^3 smartphones
that we are confident will give the platform broader appeal and reach, and kick-start Nokia’s
fightback at the higher end of the market."
Nokia expects Devices & Services net sales to be between EUR 6.7 billion and EUR 7.2
billion in the third quarter 2010.
Nokia expects its non-IFRS operating margin in Devices & Services to be between 7% to
10% in the third quarter 2010.
Nokia and Nokia Siemens Networks expect Nokia Siemens Networks’ net sales to be
between EUR 2.7 billion and EUR 3.1 billion in the third quarter 2010.
Nokia and Nokia Siemens Networks expect the non-IFRS operating margin in Nokia
Siemens Networks to be between -2% and 2% in the third quarter 2010.
Nokia continues to expect industry mobile device volumes to be up approximately 10%
in 2010, compared to 2009 (based on its revised definition of the industry mobile device
market applicable beginning in 2010).
Nokia continues to target its mobile device volume market share to be flat in 2010,
compared to 2009.
Nokia continues to expect its mobile device value market share to be slightly lower in
2010, compared to 2009.
Nokia continues to target non-IFRS operating expenses in Devices & Services of
approximately EUR 5.7 billion in 2010.
Nokia targets Devices & Services non-IFRS operating margin of 10% to 11% in 2010.
This provides quantification in line with the June 16, 2010, revised target for Devices &
Services non-IFRS operating margin for 2010 to be at the lower end of, or below, the
previous target of 11% to 13%. Nokia continues to expect Devices & Services non-IFRS
operating margin during the fourth quarter 2010 to be higher than the currently targeted
full year Devices & Services non-IFRS operating margin.
Nokia and Nokia Siemens Networks continue to expect a flat market in Euro terms for
the mobile and fixed infrastructure and related services market in 2010, compared to
2009.
Nokia and Nokia Siemens Networks now target Nokia Siemens Networks to maintain its
market share in 2010. This is an update to Nokia and Nokia Siemens Networks earlier
target for Nokia Siemens Networks to grow faster than the market in 2010.
Nokia and Nokia Siemens Networks continue to target Nokia Siemens Networks to
reduce its non-IFRS annualized operating expenses and production overheads by EUR
500 million by the end of 2011, compared to the end of 2009.
Nokia and Nokia Siemens Networks continue to target Nokia Siemens Networks non-
IFRS operating margin of breakeven to 2% in 2010.
(Comparisons are given to the second quarter 2009 results, unless otherwise indicated.)
EUR 114 million restructuring charge and other associated items in Nokia Siemens
Networks
EUR 116 million of intangible asset amortization and other purchase price accounting
related items arising from the formation of Nokia Siemens Networks
EUR 131 million of intangible asset amortization and other purchase price accounting
related items arising from the acquisition of NAVTEQ
EUR 4 million of intangible assets amortization and other purchase price related items
arising from the acquisition of OZ Communications, Novarra and MetaCarta in Devices
& Services
Non-IFRS results exclude special items for all periods. In addition, non-IFRS results exclude
intangible asset amortization, other purchase price accounting related items and inventory value
adjustments arising from i) the formation of Nokia Siemens Networks and ii) all business
acquisitions completed after June 30, 2008.
Nokia Group
Nokia's second quarter 2010 net sales increased 1% to EUR 10.0 billion, compared with EUR
9.9 billion in the second quarter 2009. At constant currency, group net sales would have
decreased 4% year-on-year.
The following chart sets out the year-on-year and sequential growth rates in our net sales on a
reported basis and at constant currency for the periods indicated.
YoY QoQ
Change Change
1
Change in net sales at constant currency excludes the impact of changes in exchange rates in
comparison to the Euro, our reporting currency.
Nokia’s second quarter 2010 reported operating profit decreased to EUR 295 million, compared
with EUR 427 million in the second quarter 2009. Nokia’s second quarter 2010 non-IFRS
operating profit decreased 15% to EUR 660 million, compared with EUR 775 million in the
second quarter 2009. Nokia’s second quarter 2010 reported operating margin was 2.9% (4.3%).
Nokia’s second quarter 2010 non-IFRS operating margin was 6.6% (7.8%).
Operating cash flow for the second quarter 2010 was EUR 944 million. The operating cash flow
for the second quarter 2009 was EUR 716 million. Total cash and other liquid assets were EUR
9.5 billion at end of the second quarter 2010, compared with EUR 7.0 billion at the end of the
second quarter 2009. At the end of the second quarter 2010, Nokia’s net debt-equity ratio
(gearing) was –27%, compared with -10% at the end of the second quarter 2009.
As previously disclosed and discussed below, multiple factors negatively impacted Nokia's
Devices & Services business during the second quarter 2010, and we expect this to continue
during the third quarter 2010.
Net Sales: Second quarter 2010 Devices & Services net sales increased 3% to EUR 6.8 billion,
compared with EUR 6.6 billion in the second quarter 2009. At constant currency, Devices &
Services net sales would have decreased 2% year-on-year. The net sales increase resulted
primarily from higher volumes in most regions driven by stronger demand, partially offset by an
ASP decline, compared to the second quarter 2009. Net sales in the second quarter 2010 were
adversely impacted by the competitive environment, particularly in the high end of the market.
The following chart sets out Devices & Services net sales for the periods indicated, as well as the
year-on-year and sequential growth rates, by geographic area.
DEVICES & SERVICES NET SALES BY GEOGRAPHIC AREA
YoY QoQ
(EUR million) Q2/2010 Q2/2009 Q1/2010
Change Change
Of our total Devices & Services net sales, services contributed EUR 158 million in the second
quarter 2010, compared with EUR 148 million in the first quarter 2010. Services billings in the
second quarter 2010 were EUR 295 million, compared with EUR 228 million in the first quarter
2010. Due to the divestment of the security appliance business in April 2009, services net sales
of EUR 140 million and billings of EUR 207 million in the second quarter 2009 are not directly
comparable to services net sales and billings in the second quarter 2010.
The following chart sets out our Devices & Services net sales for the periods indicated, as well as
the year-on-year and sequential growth rates, by category.
YoY QoQ
(EUR million) Q2/2010 Q2/2009 3 3 Q1/2010
Change Change
1
Series 30 and Series 40-based devices ranging from basic mobile phones focused on voice
capability to devices with a number of additional functionalities, such as Internet connectivity,
including the services and accessories sold with them.
2
Smartphones and mobile computers, including the services and accessories sold with them.
3
Does not include the net sales of the security appliance business that was divested in April 2009.
Volume and Market Share: In the second quarter 2010, the total mobile device volumes of
Devices & Services were 111.1 million units, representing an increase of 8% year-on-year and
3% sequentially. The overall industry mobile device volumes for the same period were 338
million units based on Nokia’s preliminary estimate, representing an increase of 14% year-on-
year and 5% sequentially. Nokia’s preliminary estimated mobile device market share was 33% in
the second quarter 2010, down from an estimated 35% in the second quarter 2009 and unchanged
from an estimated 33% in the first quarter 2010 (based on Nokia’s revised definition of the
industry mobile device market share applicable beginning in 2010 and applied retrospectively to
2009 for comparative purposes only).
Of the total industry mobile device volumes, converged mobile device industry volumes in the
second quarter 2010 increased to 59.0 million units, based on Nokia’s preliminary estimate,
compared with an estimated 41.0 million units in the second quarter 2009 and 52.6 million units
in the first quarter 2010. Our own converged mobile device volumes, comprising our
smartphones and mobile computers, were 24.0 million units in the second quarter 2010, an
increase of 42% compared with 16.9 million units in the second quarter 2009 and 12% compared
with 21.5 million units in the first quarter 2010. Nokia’s preliminary estimated share of the
converged mobile device market was 41% in the second quarter 2010, compared with an
estimated 41% in the second quarter 2009 and an estimated 41% in the first quarter 2010.
The following chart sets out our mobile device volumes for the periods indicated, as well as the
year–on-year and sequential growth rates, by geographic area.
YoY QoQ
(million units) Q2/2010 Q2/2009 Q1/2010
Change Change
Nokia’s 8% year-on-year increase in global mobile device volumes was primarily driven by an
improved demand environment as economic conditions had improved in most regions compared
with the difficult economic conditions of the second quarter 2009. This improvement was offset
to some extent by lower demand for our mobile devices in North America. On a sequential basis,
Nokia’s 3% increase in global mobile device volumes primarily reflected a seasonal increase in
demand in Latin America, Europe and Asia-Pacific offset to some extent by a seasonal decrease
in demand in Greater China and by lower demand for our mobile devices in Middle East &
Africa and North America.
Average Selling Price. Our mobile device average selling price (ASP) in the second quarter
2010 was EUR 61, down from EUR 64 in the second quarter 2009 and from EUR 62 in the first
quarter 2010 (including services revenue applied retrospectively to 2009 for comparative
purposes only). The lower year-on-year ASP was primarily due to a higher proportion of lower-
priced converged mobile device sales and price pressure, particularly in certain high-end
smartphones, offset to some extent by converged mobile devices representing a greater
proportion of our overall mobile device volumes in the second quarter 2010. On a sequential
basis, our lower ASP was primarily driven by price pressure, particularly in certain high-end
smartphones, offset to some extent by the appreciation of certain currencies against the Euro and
converged mobile devices representing a greater proportion of our overall mobile device
volumes in the second quarter 2010. Our converged mobile device ASP in the second quarter
2010 was EUR 143, down from EUR 155 in the first quarter 2010 and EUR 181 in the second
quarter 2009. The year-on-year and sequential declines in our converged mobile devices ASPs
were mainly driven by an increase in the proportion of such devices sold at lower price points
consistent with our strategy to reach wider groups of consumers, as well as price pressure in
certain high-end smartphones in the second quarter 2010.
The following chart sets out our Devices & Services ASP for the periods indicated, as well as the
year-on-year and sequential growth rates, by category.
YoY QoQ
(EUR) Q2/2010 Q2/2009 Q1/2010
Change Change
1
Series 30 and Series 40-based devices ranging from basic mobile phones focused on voice
capability to devices with a number of additional functionalities, such as Internet connectivity,
including the services and accessories sold with them.
2
Smartphones and mobile computers, including the services and accessories sold with them.
Profitability: Devices & Services gross profit (reported and non-IFRS) decreased 8% to EUR 2.1
billion, compared with EUR 2.2 billion in the second quarter 2009, with a gross margin (reported
and non-IFRS) of 30.2% (34.0%). Devices & Services gross margin (reported and non-IFRS)
was 32.4% in the first quarter 2010. The year-on-year and sequential gross margin declines were
primarily due to price pressure, particularly in certain high-end smartphones, offset to some
extent by converged mobile devices representing a greater proportion of our overall mobile
device volumes in the second quarter 2010, compared to the second quarter 2009 and first
quarter 2010. Sequentially, the gross margin decline was also due to the depreciation of the Euro
against certain currencies, which led to higher cost of goods sold, and our foreign exchange
hedging having a smaller positive one-quarter impact on the gross margin, as well as a mix shift
towards sales of lower-gross margin converged mobile devices. During the latter part of the
second quarter 2010, Devices & Services net sales and cost of goods sold were somewhat
negatively impacted by industry-wide shortages of certain components and we see this situation
continuing through the third quarter 2010.
Devices & Services reported operating profit decreased 16% to EUR 643 million, compared with
EUR 763 million in the second quarter 2009, with a reported operating margin of 9.5% (11.6%).
Devices & Services non-IFRS operating profit decreased 19% to EUR 647 million, compared
with EUR 802 million in the second quarter 2009, with a non-IFRS operating margin of 9.5%
(12.2%). The 19% year-on-year decrease in non-IFRS operating profit for the second quarter
2010 was driven primarily by the lower gross margin. Our operating expenses in the second
quarter 2010 were also adversely impacted by the depreciation of the Euro against certain
currencies, compared to the second quarter 2009.
Nokia will deliver a family of smartphones based on the Symbian^3 software platform that is
targeted to offer a clearly improved user experience, a high standard of quality, and competitive
value to consumers. We plan to start shipping the Nokia N8, the first Symbian^3 device, towards
the end of the third quarter 2010. The Nokia N8 will be followed soon thereafter by further
Symbian^3 smartphones that will give the platform broader appeal and reach.
NAVTEQ
Net Sales. Second quarter 2010 NAVTEQ reported net sales increased 71% year-on-year to EUR
252 million, compared with EUR 147 million in the second quarter 2009, benefiting from
improved conditions in the automotive industry and growth in mobile device sales. At constant
currency, NAVTEQ net sales would have increased 69% year-on-year.
Profitability. In the second quarter 2010, NAVTEQ’s reported gross profit increased to EUR 205
million, compared with EUR 125 million in the second quarter 2009, with a gross margin of
81.3% (85.7%). Non-IFRS gross profit was EUR 206 million (EUR 127 million), with a non-
IFRS gross margin of 81.4% (85.8%). In the second quarter 2010, NAVTEQ’s reported
operating loss decreased to EUR 81 million, compared with a EUR 100 million loss in the
second quarter 2009. The reported operating margin was -32.1% (-68.0%). NAVTEQ’s non-
IFRS operating profit was EUR 50 million (EUR 19 million), with a non-IFRS operating margin
of 19.8% (12.8%) in the second quarter 2010.
Net Sales. Second quarter 2010 net sales decreased 5% to EUR 3.0 billion, compared with EUR
3.2 billion in the second quarter 2009. The decrease was primarily due to the ongoing industry-
wide issue related to security clearances in India, which is preventing the completion of product
sales to customers, and shortages of certain components that are affecting the broader industry;
we see both of these situations continuing during the third quarter 2010. At constant currency,
Nokia Siemens Networks net sales would have decreased 11% year-on-year. Of total Nokia
Siemens Networks net sales, services contributed EUR 1.4 billion in the second quarter 2010.
The following chart sets out Nokia Siemens Networks net sales for the periods indicated, as well
as the year-on-year and sequential growth rates, by geographic area.
YoY QoQ
(EUR million) Q2/2010 Q2/2009 Q1/2010
Change Change
Profitability. Nokia Siemens Networks reported gross profit increased 1% to EUR 869 million,
compared with EUR 860 million in the second quarter 2009, with a gross margin of 28.6%
(26.9%). Nokia Siemens Networks non-IFRS gross profit increased 4% to EUR 937 million,
compared with EUR 897 million in the second quarter 2009, with a non-IFRS gross margin of
30.8% (28.0%). The higher year-on-year non-IFRS gross profit in the second quarter 2010 was
primarily due to continued progress on product cost reductions and a favorable regional mix,
compared to the second quarter 2009.
Nokia Siemens Networks second quarter 2010 reported operating loss was EUR 179 million,
compared with a reported operating loss of EUR 188 million in the second quarter 2009, with a
reported operating margin of -5.9% (-5.9%). Nokia Siemens Networks non-IFRS operating profit
was EUR 51 million in the second quarter 2010, compared with a non-IFRS operating profit of
EUR 2 million in the second quarter 2009, with a non-IFRS operating margin of 1.7% (0.1%).
The year-on-year improvement in Nokia Siemens Networks non-IFRS operating result was
primarily due to the improved gross margin.
To support the expansion of Ovi, Nokia acquired MetaCarta Inc. to obtain its geographic
intelligence technology and expertise, and Novarra Inc., whose mobile browser and
services platform will be used by Nokia to deliver enhanced Internet experiences on
Nokia’s Series 40-based mobile phones.
Nokia continued to expand elements of Ovi into different markets. For example, Nokia
brought its unlimited music downloads offering to China and India, as well as expanded
the footprint of Ovi Life Tools, its data and entertainment service, to China.
Ovi continued to gain further traction with consumers. For example, cumulative
downloads of Ovi Maps, the free navigation offering, reached more than 17 million by the
end of the quarter. Nokia also began including the offering in all its GPS-enabled
smartphones out-of-the-box.
Nokia took a significant step to building greater presence for Ovi on the web, announcing
a worldwide strategic alliance with Yahoo! that will see the two companies leverage each
others' strengths in e-mail, instant messaging and maps and navigation services. As part of
the alliance, Nokia will be the exclusive, global provider of Yahoo!'s maps and navigation
services, integrating Ovi Maps across Yahoo! properties, branded as “powered by Ovi”,
while Yahoo! will become the exclusive, global provider of Nokia's Ovi Mail and Ovi
Chat services branded as “Ovi Mail / Ovi Chat powered by Yahoo!”.
Nokia and Microsoft launched Microsoft Communicator Mobile, the first application
developed together as part of their alliance around mobile productivity. The application is
available to owners of selected Nokia Eseries devices through Ovi Store.
Nokia continued to grow and enhance the usability of Ovi Store for consumers and
publishers. The release of Ovi Store 1.7 during the second quarter delivers improvements
to browsing and search consumer experience. Nokia’s most popular devices each have
access to more than 13 000 content items (including apps) in the store. Ovi App Wizard
achieved 1 million downloads in just 10 weeks since launch with thousands of partners
publishing thousands of apps. The store has been attracting on average more than 1.7
million downloads a day. Additionally, 90% of Nokia consumers who can access Ovi
Store can now do so in their local language (where Ovi Store supports at least one of the
country’s primary languages), while more than 80% of those with local language
availability can also purchase from Ovi Store in their local currency.
Nokia launched the Nokia N8, the first Nokia smartphone based on the next-generation
Symbian^3 software that is targeted to offer a clearly improved user experience, a higher
standard of quality, and competitive value to consumers. The Nokia N8 also offers
industry-leading imaging, video and entertainment capabilities.
Nokia launched a trio of Nokia C1 phones, one of which features a 2-in-1 double SIM
solution. Nokia also launched the Nokia C2, a dual SIM device with dual standby
capability.
Nokia launched the Nokia Bicycle Charger Kit, an alternative charging solution built
especially for people with limited access to electricity.
Nokia started shipments of the Nokia C3, a mobile phone featuring a full QWERTY
keyboard and optimized for messaging and social networking.
Nokia launched the Nokia C6, a messaging-optimized smartphone with a 3.2-inch HD
touchscreen display, a slide out four-row QWERTY keyboard and a 5 megapixel camera.
Nokia launched the Nokia E5, a messaged-optimized smartphone that builds on the
success of the Nokia E71 and Nokia E72.
Nokia strengthened its portfolio of devices based on China’s TD-SCDMA standard with
the launch of the Nokia X5 and the Nokia C5.
Nokia launched the Nokia X2, featuring dual speakers, dedicated music keys, an FM
stereo radio and support for up to 16GB of storage via a microSD card.
Nokia started shipments of the Nokia E73 Mode, a QWERTY smartphone exclusively for
T-Mobile customers in the United States.
NAVTEQ
The launch of full, navigable map coverage of Bulgaria and Egypt, as well as a
completely updated addressing system in the Kingdom of Saudi Arabia.
The launch of NAVTEQ Traffic Patterns, NAVTEQ Lonely Planet Trips and NAVTEQ
LocationPoint Advertising in Australia.
An expanded visual content offering for its Singapore map, including 3D Landmarks,
Enhanced 3D City Models, Junction View image and Sign-As-real images.
Successful advertiser trials in Europe with McDonald’s and Best Western powered by
NAVTEQ’s LocationPoint Advertising platform.
Garmin’s selection of NAVTEQ Traffic for its first European connected PND service.
An expanded agreement with the United States National Geospatial Intelligence Agency
under the Homeland Security Infrastructure Program for utilization of NAVTEQ map data.
The addition of the Lonely Planet Travel Guide™ to the NAVTEQ map of India.
Nokia Siemens Networks smart device solutions, which allow improved battery life,
better coverage and faster download speeds, were deployed in London to improve user
experience on the O2 network. Similar contracts were agreed with many operators
including Elisa in Finland, Mosaic Telecom in the United States, SFR in France, Indosat
in Indonesia, Cable & Wireless Communications in the UK, Cell C in South Africa and
Qatar Telecom in Qatar.
Nokia Siemens Networks signed a full operation and maintenance managed services
contract with Mobile TeleSystems in Russia, a seven-year service management and
equipment supply agreement with Vodafone Hutchison in Australia and a large services
contract with Telefónica O2 to expand network capacity across Germany.
In April, Nokia Siemens Networks signed a EUR 750 million frame agreement with
China Mobile and China Unicom to continue providing GSM, WCDMA and TD-
SCDMA mobile network equipment and solutions.
Nokia Siemens Networks complemented its portfolio with TD-LTE support using its
common software definable Flexi Multiradio Base Station including trials in China and
Taiwan, interoperability tests with Samsung devices as well as launch of the TD-LTE
Open Lab in China.
Nokia Siemens Networks continued to prepare for commercial LTE deployments with
technological world-first trials, including a 75 kilometer LTE call with Telstra in
Australia, the launch of Self Organizing Networks offering for LTE to reduce human
error and cost, and started production of LTE-ready Flexi Multiradio Base Station radio
frequency modules for 800 MHz spectrum suitable for rural areas.
Nokia Siemens Networks achieved industry firsts with the unveiling of a migration path
to 400-Gigabit-per-second optical transport and a next generation packet optical transport
solution to help operators cut their costs. During the quarter Nokia Siemens Networks
also delivered a major optical transport network upgrade to Aurora, Australia.
T-Mobile UK and 3 UK awarded Nokia Siemens Networks a GBP 400 million contract
to build Europe’s largest shared network (MBNL) and will offer smartphone and dongle
customers the biggest 3G coverage in the United Kingdom. The HSDPA 3G network
already offers outdoor coverage to more than 90% of Britain’s population.
Vodafone Portugal selected Nokia Siemens Networks Service Broker, which is based on
an OpenCloud platform and will enable the seamless convergence of legacy services with
new data services, to satisfy growing subscriber demand for personalized services.
For more information on the operating highlights mentioned above, please refer to related press
announcements at the following links:
http://www.nokia.com/press, http://www.navteq.com/about/press.html,
http://www.nokiasiemensnetworks.com/press.
(The following discussion is of Nokia's reported results. Comparisons are given to the second
quarter 2009 results, unless otherwise indicated.)
Nokia’s net sales increased 1% to EUR 10 003 million (EUR 9 912 million). Net sales of
Devices & Services increased 3% to EUR 6 799 million (EUR 6 586 million). Net sales of
NAVTEQ increased 71% to EUR 252 million (EUR 147 million). Net sales of Nokia Siemens
Networks decreased 5% to EUR 3 039 million (EUR 3 199 million).
Operating profit decreased 31% to EUR 295 million (EUR 427 million), representing an
operating margin of 2.9% (4.3%). Operating profit in Devices & Services decreased 16% to EUR
643 million (EUR 763 million), representing an operating margin of 9.5% (11.6%). Operating
loss in NAVTEQ was EUR 81 million (operating loss EUR 100 million), representing an
operating margin of -32.1% (-68.0%). Operating loss in Nokia Siemens Networks was EUR 179
million (operating loss EUR 188 million), representing an operating margin of -5.9% (-5.9%).
Group Common Functions reported expense totaled EUR 33 million (EUR 48 million).
In the period from April to June 2010, net financial expense was EUR 68 million (EUR 61
million). Profit before tax was EUR 221 million (EUR 380 million). Profit was EUR 104 million
(EUR 287 million), based on a profit of EUR 227 million (EUR 380 million) attributable to
equity holders of the parent and a loss of EUR 123 million (loss of EUR 93 million) attributable
to non-controlling interests. Earnings per share decreased to EUR 0.06 (basic) and to EUR 0.06
(diluted), compared with EUR 0.10 (basic) and EUR 0.10 (diluted) in the second quarter of 2009.
(The following discussion is of Nokia's reported results. Comparisons are given to the January-
June 2009 results, unless otherwise indicated.)
Nokia’s net sales increased 2% to EUR 19 525 million (EUR 19 186 million). Net sales of
Devices & Services increased 6% to EUR 13 462 million (EUR 12 759 million). Net sales of
NAVTEQ were EUR 441 million (EUR 279 million). Net sales of Nokia Siemens Networks
decreased 7% to EUR 5 757 million (EUR 6 189 million).
Operating profit increased 62% to EUR 783 million (EUR 482 million), representing an
operating margin of 4.0% (2.5%). Operating profit in Devices & Services increased 13% to EUR
1 474 million (EUR 1 310 million), representing an operating margin of 10.9% (10.3%).
Operating loss in NAVTEQ was EUR 158 million (loss of EUR 220 million), representing an
operating margin of -35.8% (-78.9%). Operating loss in Nokia Siemens Networks was EUR 405
million (loss of EUR 549 million), representing an operating margin of -7.0% (-8.9%). Corporate
Common Functions reported expense totaled EUR 53 million (EUR 59 million).
In the period from January to June 2010, net financial expense was EUR 141 million (net
financial expense EUR 138 million). Profit before tax was EUR 632 million (EUR 368 million).
Profit was EUR 279 million (EUR 291 million), based on a profit of EUR 576 million (EUR 502
million) attributable to equity holders of the parent and a loss of EUR 297 million (loss EUR 211
million) attributable to non-controlling interests. Earnings per share increased to EUR 0.16
(basic) and EUR 0.16 (diluted), compared with EUR 0.14 (basic) and EUR 0.13 (diluted) in
January-June 2009.
PERSONNEL
The average number of employees during the period from January to June 2010 was 126 876, of
which the average number of employees at Nokia Siemens Networks was 64 759. At June 30,
2010, Nokia employed a total of 129 746 people (120 827 people at June 30, 2009), of which 65
251 were employed by Nokia Siemens Networks (60 983 people at June 30, 2009).
SHARES
The total number of Nokia shares at June 30, 2010 was 3 744 956 052. At June 30, 2010, Nokia
and its subsidiary companies owned 36 112 670 Nokia shares, representing approximately 1.0 %
of the total number of Nokia shares and the total voting rights.
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical facts are forward-
looking statements, including, without limitation, those regarding: A) the timing of the deliveries
of our products and services and their combinations; B) our ability to develop, implement and
commercialize new technologies, products and services and their combinations; C) expectations
regarding market developments and structural changes; D) expectations and targets regarding
our industry volumes, market share, prices, net sales and margins of products and services and
their combinations; E) expectations and targets regarding our operational priorities and results
of operations; F) the outcome of pending and threatened litigation; G) expectations regarding
the successful completion of acquisitions or restructurings on a timely basis and our ability to
achieve the financial and operational targets set in connection with any such acquisition or
restructuring; and H) statements preceded by "believe," "expect," "anticipate," "foresee,"
"target," "estimate," "designed," "plans," "will" or similar expressions. These statements are
based on management's best assumptions and beliefs in light of the information currently
available to it. Because they involve risks and uncertainties, actual results may differ materially
from the results that we currently expect. Factors that could cause these differences include, but
are not limited to: 1) the competitiveness and quality of our portfolio of products and services
and their combinations; 2) our ability to timely and successfully develop or otherwise acquire
the appropriate technologies and commercialize them as new advanced products and services
and their combinations, including our ability to attract application developers and content
providers to develop applications and provide content for use in our devices; 3) our ability to
effectively, timely and profitably adapt our business and operations to the requirements of the
converged mobile device market and the services market; 4) the intensity of competition in the
various markets where we do business and our ability to maintain or improve our market
position or respond successfully to changes in the competitive environment; 5) the occurrence of
any actual or even alleged defects or other quality, safety or security issues in our products and
services and their combinations; 6) the development of the mobile and fixed communications
industry and general economic conditions globally and regionally; 7) our ability to successfully
manage costs; 8) exchange rate fluctuations, including, in particular, fluctuations between the
euro, which is our reporting currency, and the US dollar, the Japanese yen and the Chinese
yuan, as well as certain other currencies; 9) the success, financial condition and performance of
our suppliers, collaboration partners and customers; 10) our ability to source sufficient amounts
of fully functional components, sub-assemblies, software, applications and content without
interruption and at acceptable prices and quality; 11) our success in collaboration
arrangements with third parties relating to the development of new technologies, products and
services, including applications and content; 12) our ability to manage efficiently our
manufacturing and logistics, as well as to ensure the quality, safety, security and timely delivery
of our products and services and their combinations; 13) our ability to manage our inventory
and timely adapt our supply to meet changing demands for our products; 14) our ability to
protect the complex technologies, which we or others develop or that we license, from claims
that we have infringed third parties' intellectual property rights, as well as our unrestricted use
on commercially acceptable terms of certain technologies in our products and services and their
combinations; 15) our ability to protect numerous Nokia, NAVTEQ and Nokia Siemens
Networks patented, standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies; 16) the impact of
changes in government policies, trade policies, laws or regulations and economic or political
turmoil in countries where our assets are located and we do business; 17) any disruption to
information technology systems and networks that our operations rely on; 18) our ability to
retain, motivate, develop and recruit appropriately skilled employees; 19) unfavorable outcome
of litigations; 20) allegations of possible health risks from electromagnetic fields generated by
base stations and mobile devices and lawsuits related to them, regardless of merit; 21) our
ability to achieve targeted costs reductions and increase profitability in Nokia Siemens Networks
and to effectively and timely execute related restructuring measures; 22) developments under
large, multi-year contracts or in relation to major customers in the networks infrastructure and
related services business; 23) the management of our customer financing exposure, particularly
in the networks infrastructure and related services business; 24) whether ongoing or any
additional governmental investigations into alleged violations of law by some former employees
of Siemens AG ("Siemens") may involve and affect the carrier-related assets and employees
transferred by Siemens to Nokia Siemens Networks; 25) any impairment of Nokia Siemens
Networks customer relationships resulting from ongoing or any additional governmental
investigations involving the Siemens carrier-related operations transferred to Nokia Siemens
Networks; as well as the risk factors specified on pages 11-32 of Nokia's annual report Form 20-
F for the year ended December 31, 2009 under Item 3D. "Risk Factors." Other unknown or
unpredictable factors or underlying assumptions subsequently proving to be incorrect could
cause actual results to differ materially from those in the forward-looking statements. Nokia
does not undertake any obligation to publicly update or revise forward-looking statements,
whether as a result of new information, future events or otherwise, except to the extent legally
required.
Nokia plans to publish its third quarter 2010 results on October 21, 2010.
www.nokia.com
During the past few years Nokia has been actively acquiring companies with interesting new
technologies and competencies, including also investments in minority positions. All of these
acquisitions and investments were targeted to enhance Nokia's ability to help create the Mobile
World.
NOTE: The information provided above represents the best available information at the time of
posting and is not updated for subsequent events. In addition, some of the announced
transactions may still at the time of disclosure and/or thereafter have been subject to certain
conditions precedent, and stock price fluctuations or changes in the number of shares outstanding
of the acquirer/acquiree after the time of disclosure or posting can have had an effect on realized
ownership percentages, and/or purchase prices actually paid or received.
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It should be noted that certain statements herein which are not historical facts are forward-
looking statements, including, without limitation, those regarding:
A) the timing of the deliveries of our products and services and their combinations;
B) our ability to develop, implement and commercialize new technologies, products and services
and their combinations;
C) expectations regarding market developments and structural changes;
D) expectations and targets regarding our industry volumes, market share, prices, net sales and
margins of products and services and their combinations;
E) expectations and targets regarding our operational priorities and results of operations;
F) the outcome of pending and threatened litigation;
G) expectations regarding the successful completion of acquisitions or restructurings on a timely
basis and our ability to achieve the financial and operational targets set in connection with any
such acquisition or restructuring; and
H) statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,” “estimate,”
“designed,” “plans,” “will” or similar expressions. These statements are based on management’s
best assumptions and beliefs in light of the information currently available to it. Because they
involve risks and uncertainties, actual results may differ materially from the results that we
currently expect.
Factors that could cause these differences include, but are not limited to:
1) the competitiveness and quality of our portfolio of products and services and their
combinations;
2) our ability to timely and successfully develop or otherwise acquire the appropriate
technologies and commercialize them as new advanced products and services and their
combinations, including our ability to attract application developers and content providers to
develop applications and provide content for use in our devices;
3) our ability to effectively, timely and profitably adapt our business and operations to the
requirements of the converged mobile device market and the services market;
4) the intensity of competition in the various markets where we do business and our ability to
maintain or improve our market position or respond successfully to changes in the competitive
environment;
5) the occurrence of any actual or even alleged defects or other quality, safety or security issues
in our products and services and their combinations;
6) the development of the mobile and fixed communications industry and general economic
conditions globally and regionally;
7) our ability to successfully manage costs;
8) exchange rate fluctuations, including, in particular, fluctuations between the euro, which is our
reporting currency, and the US dollar, the Japanese yen and the Chinese yuan, as well as certain
other currencies;
9) the success, financial condition and performance of our suppliers, collaboration partners and
customers;
10) our ability to source sufficient amounts of fully functional components, subassemblies,
software, applications and content without interruption and at acceptable prices and quality;
11) our success in collaboration arrangements with third parties relating to the development of
new technologies, products and services, including applications and content;
12) our ability to manage efficiently our manufacturing and logistics, as well as to ensure the
quality, safety, security and timely delivery of our products and services and their combinations;
13) our ability to manage our inventory and timely adapt our supply to meet changing demands
for our products;
14) our ability to protect the complex technologies, which we or others develop or that we
license, from claims that we have infringed third parties’ intellectual property rights, as well as
our unrestricted use on commercially acceptable terms of certain technologies in our products
and services and their combinations;
15) our ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,
standardized or proprietary technologies from third-party infringement or actions to invalidate
the intellectual property rights of these technologies;
16) the impact of changes in government policies, trade policies, laws or regulations and
economic or political turmoil in countries where our assets are located and we do business;
17) any disruption to information technology systems and networks that our operations rely on;
18) our ability to retain, motivate, develop and recruit appropriately skilled employees;
19) unfavorable outcome of litigations;
20) allegations of possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit;
21) our ability to achieve targeted costs reductions and increase profitability in Nokia Siemens
Networks and to effectively and timely execute related restructuring measures;
22) developments under large, multi-year contracts or in relation to major customers in the
networks infrastructure and related services business;
23) the management of our customer financing exposure, particularly in the networks
infrastructure and related services business;
24) whether ongoing or any additional governmental investigations into alleged violations of law
by some former employees of Siemens AG (“Siemens”) may involve and affect the carrier-
related assets and employees transferred by Siemens to Nokia Siemens Networks;
25) any impairment of Nokia Siemens Networks customer relationships resulting from ongoing
or any additional governmental investigations involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; as well as the risk factors specified on pages 11–32 of
Nokia’s annual report Form 20-F for the year ended December 31, 2009 under Item 3D. “Risk
Factors.”
February 2010
2009 % 2008 %
Net debt to equity (gearing) -25 -14
Reportable segments
February 2010
March 2010
Personnel, Dec. 31
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March 2010
2009 2008
EURm EURm
China 5 990 5 916
India 2 809 3 719
UK 1 916 2 382
Germany 1 733 2 294
USA 1 731 1 907
Russia 1 528 2 083
Indonesia 1 458 2 046
Spain 1 408 1 497
Brazil 1 333 1 902
Italy 1 252 1 774
February 2010
Key Data
Share Data
Business Groups
Personnel
Markets
Nokia will empower everyone to share and make the most of their life by offering
irresistible personal experiences.
March 2010
The convergence of the mobile, internet and PC are a reality. Consumers want complete
solutions not just devices, and technology to be invisible. Consumer relationships are the new
unit of value in this converged industry as consumers "consume" services as they are created.
Our vision of the future
"Connecting people" is now connecting people to what matters - whatever that means for each
person - giving them the power to make the most of every moment, everywhere, any time.
Connecting the "we" is more powerful than just the individual. That's how Nokia is needed to
help make the world a better place for everyone.
Our strategy
To do this we will become the leading provider of mobile solutions. Our solutions strategy
leverages one of our greatest assets - a portfolio of outstanding devices, with unmatched scale
and geographic reach. We couple them with smart services, integrated via an intuitive and
seamless user experience. We differentiate these solutions offerings based on our in-depth
consumer understanding, with a strong focus on social location (people and places).
In a world where connecting people to what matters, empowers them to make the most of every
moment. Our ambition is to become the leading provider of mobile solutions
July 1, 2010
Our organizational structure is designed to position us for a world where the mobile device, the
Internet and the computer are fusing together.
Mobile Solutions is responsible for developing and managing our portfolio of smartphones and
mobile computers. The team is also busy developing a world-class suite of internet services
under the Ovi brand, with a strong focus on maps and navigation, music, messaging and media.
Mobile Phones is responsible for developing and managing our portfolio of affordable mobile
phones, as well as a range of services that people can access with them. Markets manages our
supply chains, sales channels, brand and marketing activities, and is responsible for delivering
our mobile solutions and mobile phones to the market.
Nokia Siemens Networks, jointly owned by Nokia and Siemens, provides wireless and fixed
network infrastructure, communications and networks service platforms, as well as professional
services to operators and service providers.
NAVTEQ is a leading provider of comprehensive digital map data and related location-based
content and services for automotive navigation systems, mobile navigation devices, Internet-
based mapping applications, and government and business solutions.
English
Finnish
December 2009
Networks technology
China
Finland
Germany
India
Mobile devices and technology
Brazil
China
Finland
Great Britain
Hungary
India
Mexico
Romania
South Korea
Board of Directors
The Board represents and is accountable to the shareholders of the company. The Board’s
responsibilities 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. The Board’s responsibilities also 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, the
Chief Financial Officer and the other members of the Group Executive Board. The Board also
confirms the remuneration of the President and CEO.
The roles and responsibilities of the Board and its committees are defined in the Corporate
Governance Guidelines and the committee charters. The Board's committees consist of the Audit
Committee, the Personnel Committee and the Corporate Governance and Nomination
Committee. The Board regularly reviews these guidelines and charters in order to ensure that
they appropriately comply with what the Board believes to be best practices of corporate
governance. The Board and each of its committees conducts annual performance self-
evaluations.
Board of Directors
Committees of the Board
Compensation
Board Charters
Nokia's articles of association provide for a Group Executive Board, which is responsible for
managing the operations of Nokia. The Chairman and the members of the Group Executive
Board are appointed by the Board of Directors. Only the Chairman of the Group Executive
Board can be a member of both the Board of Directors and the Group Executive Board.
The shareholders of Nokia use their decision-making power in Nokia's general meetings. The
Annual General Meeting is usually held in each March, April or May.
Auditor
The independent auditor is elected annually by Nokia’s shareholders at the Annual General
Meeting. PricewaterhouseCoopers Oy was re-elected as Nokia’s independent auditor for the
fiscal year 2010 at the Annual General Meeting on May 6, 2010.
Auditor remuneration
Nokia follows rules and recommendations of the Helsinki, New York and Frankfurt stock
exchanges, where applicable.
Nokia's 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 January 1, 2009.
Nokia has an internal audit function that acts as an independent appraisal function by examining
and evaluating the adequacy and effectiveness of the company’s system of internal control.
Internal audit resides administratively within the CFO’s organization and reports to the Audit
Committee of the Board of Directors. The head of internal audit function has at all times direct
access to the Audit Committee, without involvement of the management.
Under the New York Stock Exchange's corporate governance listing standards, listed foreign
private issuers, like Nokia, must disclose any significant ways in which their corporate
governance practices differ from those followed by US domestic companies under the NYSE
listing standards. There are no significant differences in the corporate governance practices
followed by Nokia as compared to those followed by US domestic companies under the NYSE
listing standards, except that Nokia follows 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 shareholder
approval at the time of the delivery of the shares or, if shareholder approval is granted through an
authorization to the Board of Directors, no more than a maximum of five years earlier. The
NYSE listing standards require that equity compensation plans be approved by a company's
shareholders.
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Financials
Investors
July 2010
Our articles of association provide for a Group Executive Board, which is responsible for
managing the operations of Nokia. The Chairman and the members of the Group
Executive Board are appointed by the Board of Directors. Only the Chairman of the
Group Executive Board can be a member of both the Board of Directors and the Group
Executive Board. The current members of our Group Executive Board are set forth
below.
Chairman
Olli-Pekka Kallasvuo
President and CEO of Nokia Corporation
Esko Aho
Executive Vice President, Corporate Relations and Responsibility
Timo Ihamuotila
Executive Vice President, Chief Financial Officer
Mary T. McDowell
Executive Vice President, Mobile Phones
Tero Ojanperä
Executive Vice President, Services, Mobile Solutions
Niklas Savander
Executive Vice President, Markets
Alberto Torres
Executive Vice President, MeeGo Computers, Mobile Solutions
Anssi Vanjoki
Executive Vice President & General Manager, Mobile Solutions
Juha Äkräs
Executive Vice President, Human Resources
Nokia Board of Directors consists of the following ten members: Lalita D. Gupte, Bengt
Holmström, Henning Kagermann, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Marjorie
Scardino, Risto Siilasmaa and Keijo Suila.
Chairman
Jorma Ollila
Vice Chairman
Dame Marjorie Scardino
Lalita D. Gupte
Dr. Bengt Holmström
Dr. Henning Kagermann
Per Karlsson
Isabel Marey-Semper
Risto Siilasmaa
Keijo Suila
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 as well as any
complementary rules of procedure as defined by the Board, such as the Corporate Governance
Guidelines and related Board Committee charters.
The Board represents and is accountable to the shareholders of the company. The Board's
responsibilities 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. The Board's responsibilities also 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.
Nokia has a Risk Policy which outlines Nokia's risk management policies and processes and is
approved by the Audit Committee. The Board's role in risk oversight includes risk analysis and
assessment in connection with each financial and business review, update and decision-making
proposal and is an integral part of all Board deliberations. The Audit Committee is responsible
for, among other matters, risk management relating to the financial reporting process and
assisting the Board's oversight of the risk management function. Nokia applies a common and
systematic approach to risk management across all business operations and processes based on a
strategy approved by the Board. Accordingly, risk management at Nokia is not a separate process
but a normal daily business and management practice.
The Board has the responsibility for appointing and discharging the Chief Executive Officer, the
Chief Financial Officer and the other members of the Group Executive Board. The Chief
Executive Officer, who is separate from Chairman, 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 Committee. The compensation and employment conditions of the other members of
the Group Executive Board are approved by the Personnel Committee upon the recommendation
of the Chief Executive Officer.
The basic responsibility of the members of the Board is to act in good faith and with due care so
as to exercise their business judgment on an informed basis in what they reasonably and honestly
believe to be in the best interests of the company and its shareholders. In discharging that
obligation, the directors must inform themselves of all relevant information reasonably available
to them. The Board and each Board Committee also have the power to hire independent legal,
financial or other advisors as they deem necessary.
The Board conducts annual performance self-evaluations, which also include evaluations of the
Board Committees' work, the results of which are discussed by the Board. In 2009, the self-
evaluation process consisted of a questionnaire, a one-to-one discussion between the Chairman
and each director and a discussion by the entire Board of the outcome of the evaluation, possible
measures to be taken, as well as measures taken based on the Board's self-evaluation of the
previous year. In addition, performance of the Board Chairman was evaluated in a process led by
the Vice Chairman.
Pursuant to the Articles of Association, Nokia Corporation has a Board of Directors composed of
a minimum of seven and a maximum of 12 members. The members of the Board are elected for
a term of one year at each Annual General Meeting, i.e., as from the close of that Annual General
Meeting until the close of the following Annual General Meeting, which convenes each year by
June 30. The Annual General Meeting held on May 6, 2010 elected 10 members to the Board of
Directors. The members of the Board of Directors elected by the Annual General Meeting in
2010 are Lalita D. Gupte, Dr. Bengt Holmström, Prof. Dr. Henning Kagermann, Olli-Pekka
Kallasvuo, Per Karlsson, Jorma Ollila, Dame Marjorie Scardino, Isabel Marey-Semper, Risto
Siilasmaa and Keijo Suila. Olli-Pekka Kallasvuo resigned from the Board of Directors as from
September 10, 2010.
Nokia's Board leadership structure consists of a Chairman and Vice Chairman, annually elected
by the Board and confirmed by the independent directors of the Board from among the Board
members upon the recommendation of the Corporate Governance and Nomination Committee.
On May 6, 2010, the independent directors of the Board elected Jorma Ollila to continue to act as
Chairman and Dame Marjorie Scardino to continue to act as Vice Chairman of the Board. The
Chairman has certain specific duties as defined by Finnish standards and the Nokia Corporate
Governance Guidelines. The Board has determined that Nokia Board Chairman, Mr. Ollila, is
independent as defined by Finnish standards, and also under the New York Stock Exchange rules
since June 1, 2009. The Vice Chairman of the Board shall assume the duties of the Chairman in
case the Chairman is prevented from performing his duties. The Board has determined that
Nokia Board Vice Chairman, Dame Marjorie Scardino, is also independent as defined by Finnish
standards and relevant stock exchange rules and has been independent since being appointed
Vice Chairman in 2007. Nokia does not have a policy concerning the combination or separation
of the roles of Chairman and Chief Executive Officer, but the leadership structure is dependent
on the company needs, shareholder value and other relevant factors applicable from time to time,
and respecting the highest corporate governance standards.
The current members of the Board are all non-executive, except the President and CEO who was
an executive member of the Board until his resignation on September 10, 2010. The Board has
determined that all nine non-executive Board members are independent as defined by Finnish
standards. Also, the Board has determined that eight of the Board's current nine non-executive
members are independent directors as defined by the rules of the New York Stock Exchange. Dr.
Bengt Holmström was determined not to be independent under the rules of the New York Stock
Exchange due to a family relationship with an executive officer of a Nokia supplier of whose
consolidated gross revenue from Nokia accounts for an amount that exceeds the limit provided in
the New York Stock Exchange rules, but that is less than 8%. The executive member of the
Board, President and CEO Olli-Pekka Kallasvuo, was determined not to be independent under
both Finnish standards and the New York Stock Exchange rules. Olli-Pekka Kallasvuo resigned
from the Board of Directors as from September 10, 2010.
Also in January 2010 the Board has determined that all of the members of the Audit Committee,
including its Chairman, are "audit committee financial experts" within the meaning of the
Sarbanes-Oxley-Act of 2002 and the subsequent regulations by the US Securities and Exchange
Commission.
The Board held 13 meetings during 2009, of which seven were regularly scheduled meetings
held in person and six were meetings held in writing. The attendance at all meetings was 100%.
The non-executive directors meet without management at regularly scheduled sessions twice a
year and at such other times as they deem appropriate, in practice in connection with each
regularly scheduled meeting in 2009. Such sessions were chaired by the non-executive Chairman
of the Board or, in his absence, the non-executive Vice Chairman of the Board. In addition, the
independent directors meet separately at least once annually, and did so in 2009. All the directors
attended Nokia's Annual General Meeting held on May 6, 2010. The Finnish Corporate
Governance Code recommends attendance by the Board Chairman and a sufficient number of
directors to allow the shareholders to exercise their right to present questions to the Board and
management.
The independent directors of the Board also confirm the election of the members and Chairmen
for the Board's committees from among the Board's independent directors upon the
recommendation of the Corporate Governance and Nomination Committee and based on each
committee's member qualification standards.
According to Finnish law, the shareholders have the right to submit director recommendations or
other agenda items or proposals to the agenda of a general meeting provided that the item or
proposal belongs to the scope of the general meeting of the shareholders and the request is made
to the Board in writing well in advance to be included in the notice of the meeting, which time
may not be deemed to be earlier than four weeks before the notice of the meeting.
At December 31, 2009, Mr. Kallasvuo, the President and CEO, was the only Board member who
had a service contract with Nokia. Olli-Pekka Kallasvuo resigned from the Board of Directors as
from September 10, 2010.
May 2010
The Audit Committee consists of a minimum of three members of the Board who meet all
applicable independence, financial literacy and other requirements of Finnish law and the rules
of the stock exchanges where Nokia shares are listed, including NASDAQ OMX Helsinki and
the New York Stock Exchange. Since May 6, 2010, the Audit Committee consists of the
following three members of the Board: Risto Siilasmaa (Chairman), Lalita D. Gupte and Isabel
Marey-Semper.
The Audit Committee is established by the Board primarily for the purpose of overseeing the
accounting and financial reporting processes of the company and audits of the financial
statements of the company. The Committee is responsible for assisting the Board's oversight of
(1) the quality and integrity of the company's financial statements and related disclosure, (2) the
statutory audit of the company's financial statements, (3) the external auditor's qualifications and
independence, (4) the performance of the external auditor subject to the requirements of Finnish
law, (5) the performance of the company's internal controls and risk management and assurance
function, (6) the performance of the internal audit function, and (7) the company's compliance
with legal and regulatory requirements. The Committee also maintains procedures for the receipt,
retention and treatment of complaints received by the company regarding accounting, internal
controls, or auditing matters and for the confidential, anonymous submission by employees of
the company of concerns regarding accounting or auditing matters. Our disclosure controls and
procedures, which are reviewed by the Audit Committee and approved by the Chief Executive
Officer and the Chief Financial Officer, as well as our internal controls over financial reporting
are designed to provide reasonable assurance regarding the quality and integrity of the company's
financial statements and related disclosures. The Disclosure Committee chaired by Chief
Financial Officer is responsible for preparation of the quarterly and annual results
announcements, and the process includes involvement by business managers, business
controllers and other functions, like internal audit, as well as a final review and confirmation by
the Audit Committee and the Board.
Under Finnish law, Nokia's external auditor is elected by our shareholders by a simple majority
vote at the Annual General Meeting for one fiscal year at a time. The Audit Committee makes a
proposal to the shareholders in respect of the appointment of the external auditor based upon its
evaluation of the qualifications and independence of the auditor to be proposed for election or re-
election. Also under Finnish law, the fees of the external auditor are approved by our
shareholders by a simple majority vote at the Annual General Meeting. The Committee makes a
proposal to the shareholders in respect of the fees of the external auditor, and approves the
external auditor's annual audit fees under the guidance given by the shareholders at the Annual
General Meeting.
In discharging its oversight role, the Committee Has full access to all company books, records,
facilities and personnel. The Committee may retain counsel, auditors or other advisors in its sole
discretion, and must receive appropriate funding, as determined by the Committee, from the
company for the payment of compensation to such outside advisors.
The Audit Committee meets at least four times a year based upon a schedule established at the
first meeting following the appointment of the Committee. The Committee meets separately with
the representatives of Nokia’s management, head of the internal audit function, and the external
auditor in connection with each regularly scheduled meeting. The head of the internal audit
function has at all time direct access to the Audit Committee, without involvement of
management. The Audit Committee had six meetings in 2009. The average ratio of attendance at
the meetings was 100%. In addition, any directors who wish to may attend Audit Committee
meetings as nonvoting observers.
The Personnel Committee consists of a minimum of three members of the Board who meet all
applicable independence requirements of Finnish law and the rules of the stock exchanges where
Nokia shares are listed, including NASDAQ OMX Helsinki and the New York Stock Exchange.
Since May 6, 2010, the Personnel Committee consists of the following four members of the
Board: Per Karlsson (Chairman), Prof. Dr. Henning Kagermann, Dame Marjorie Scardino and
Keijo Suila.
The primary purpose of the Personnel Committee is to oversee the personnel policies and
practices of the company. It assists the Board in discharging its responsibilities relating to all
compensation, including equity compensation, of the company's executives and the terms of
employment of the same. The Committee has overall responsibility for evaluating, resolving and
making recommendations to the Board regarding (1) compensation of the company's top
executives and their employment conditions, (2) all equity-based plans, (3) incentive
compensation plans, policies and programs of the company affecting executives and (4) other
significant incentive plans. The Committee is responsible for overseeing compensation
philosophy and principles and ensuring the above compensation programs are performance-
based, properly motivate management, support overall corporate strategies and are aligned with
shareholders’ interests. The Committee is responsible for the review of senior management
development and succession plans.
The Personnel Committee had four meetings in 2009. The attendance ratio at the meetings was
94%. Three members of the Committee attended 100% of the Committee meetings and one
member attended 75% of the meetings. In addition, any directors who wish to may attend
Personnel Committee meetings as nonvoting observers.
The Corporate Governance and Nomination Committee consists of three to five members of the
Board who meet all applicable independence requirements of Finnish law and the rules of the
stock exchanges where Nokia shares are listed, including NASDAQ OMX Helsinki and the New
York Stock Exchange. Since May 6, 2010, the Corporate Governance and Nomination
Committee consists of the following three members of the Board: Dame Marjorie Scardino
(Chairman), Per Karlsson and Risto Siilasmaa.
The Corporate Governance and Nomination Committee's purpose is (1) to prepare the proposals
for the general meetings in respect of the composition of the Board and the director remuneration
to be approved by the shareholders, and (2) to monitor issues and practices related to corporate
governance and to propose necessary actions in respect thereof.
The Committee fulfills its responsibilities by (i) actively identifying individuals qualified to
become members of the Board, (ii) recommending to the shareholders the director nominees for
election at the Annual General Meetings, (iii) monitoring significant developments in the law
and practice of corporate governance and of the duties and responsibilities of directors of public
companies, (iv) assisting the Board and each committee of the Board in its annual performance
self-evaluations, including establishing criteria to be used in connection with such evaluations,
and (v) developing and recommending to the Board and administering Nokia’s Corporate
Governance Guidelines, and (vi) reviewing the company's disclosure in the Corporate
Governance Statement.
The Committee has the power to retain search firms or advisors to identify candidates. The
Committee may also retain counsel or other advisors, as it deems appropriate. The Committee
has sole authority to retain or terminate such search firmsor advisors and to review and approve
such search firm or advisor's fees and other retention terms. It is the Committee's practice to
retain a search firm toidentify director candidates each time a new director candidate is searched
for.
The Corporate Governance and Nomination Committee had three meetings in 2009. The
attendance at all meetings was 100%. In addition, any directors who wish to may attend
Corporate Governance and Nomination Committee meetings as nonvoting observers.
The charters of each of the committees are available on Nokia's website, www.nokia.com.
May 2010
This section includes the information required to be provided in the salary and remuneration
report pursuant to the Finnish Corporate Governance Code.
Board of Directors
Group Executive Board
Equity based compensation programs
Share ownership
Stock ownership guidelines for executive management
Insiders' trading in securities
Board of Directors
The following table sets forth the annual remuneration of the members of the Board of Directors
based on their positions on the Board and its committees, including the remuneration paid to the
President and CEO for his duties as the member of the Board of Directors only, as resolved by
the respective Annual General Meetings in 2010, 2009 and 2008.
1
The Annual General Meeting held on May 6, 2010 resolved that the annual remuneration
payable to the Board members elected at the same meeting for the term until the close of the
Annual General Meeting in 2011 will be unchanged from 2009 and 2008. The changes in the
total amount from year to year are due to changes in the number of Board members and changes
in committee compositions.
It is Nokia’s policy that the remuneration consists of an annual fee only, no fees for meeting
attendance are paid, and that a significant portion of director compensation will be paid in the
form of company stock purchased from the market. It is also Nokia’s policy that the Board
members shall retain all Nokia shares received as director compensation until the end of the
board membership (except for those shares needed to offset any costs relating to the acquisition
of the shares, including taxes). In addition, non-executive members of the Board do not receive
stock options, performance shares, restricted shares or other variable compensation for their
duties as Board members as per company policy. The President and CEO receives variable
compensation for his executive duties, but not for his duties as a member of the Board of
Directors. The total compensation of the President and CEO for year 2009 is described in
“Summary compensation table 2009”.
When preparing the Board of Directors’ remuneration proposal, it is the policy of the Corporate
Governance and Nomination Committee of the Board to review and compare the remuneration
levels and their criteria paid in other global companies with net sales and business complexity
comparable to that of Nokia. The Committee’s aim is to ensure that Nokia has an efficient Board
of world-class professionals representing an appropriate and diverse mix of skills and
experience. A competitive Board remuneration contributes to the achievement of this target. The
remuneration of the Board of Directors is resolved annually by Nokia’s Annual General Meeting
by a simple majority of the shareholders’ votes represented at the meeting, upon proposal by the
Corporate Governance and Nomination Committee.
The remuneration is resolved for the period as from the respective Annual General Meeting until
the close of the next Annual General Meeting. Remuneration of the Board of Directors in 2009
For the year ended December 31, 2009, the aggregate remuneration paid to the members of the
Board of Directors for their services as members of the Board and its committees was EUR 1
840 000.
The following table sets forth the total annual remuneration paid to the members of the Board of
Directors in 2009, as resolved by the shareholders at the Annual General Meeting on April 23,
2009. For information with respect to the Nokia shares and equity awards held by the members
of the Board of Directors, please see “Share ownership of the Board of Directors”.
For the year ended December 31, 2009, the aggregate remuneration paid to the members of the
Board of Directors for their services as members of the Board and its committees was EUR 1
840 000.
The following table sets forth the total annual remuneration paid to the members of the Board of
Directors in 2009, as resolved by the shareholders at the Annual General Meeting on April 23,
2009. For information with respect to the Nokia shares and equity awards held by the members
of the Board of Directors, please see Item 6E. “Share Ownership”.
Change in
Fees Pension Value
Earne and
d or Nonqualified
Paid in Stock Option Non-Equity Deferred
Cash Award Award Incentive Plan Compensatio All Other
(EUR) s s Compensatio n Earnings Compensatio Total
1
Year (EUR) 2 (EUR) 2 n (EUR) 2 (EUR) 2 n (EUR) 2 (EUR)
Jorma
200 440 440
Ollila - - - - -
9 000 000
Chairman3
Marjorie 200 150 - - - - - 150
Scardino
Vice 9 000 000
Chairman4
Georg 200 155 155
- - - - -
Ehrnrooth5 9 000 000
Lalita E. 200 140 140
- - - - -
Gupte6 9 000 000
Bengt 200 130 130
- - - - -
Holmström 9 000 000
Henning
200 130 130
Kagerman - - - - -
9 000 000
n
Olli-Pekka 200 130 130
- - - - -
Kallasvuo7 9 000 000
Per 200 155 155
- - - - -
Karlsson8 9 000 000
Isabel
200 140 140
Marey- - - - - -
9 000 000
Semper9
Risto 200 140 140
- - - - -
Siilasmaa10 9 000 000
200 140 140
Keijo Suila - - - - -
9 000 000
1
Approximately 60% of each Board member’s annual remuneration is paid in cash and the
remaining 40% in Nokia shares purchased from the market.
2
Not applicable to any non-executive member of the Board of Directors.
3
The 2009 fee of Mr. Ollila was paid for his services as Chairman of the Board.
4
The 2009 fee of Dame Marjorie Scardino was paid for her services as Vice Chairman of the
Board.
5
The 2009 fee paid to Mr. Ehrnrooth amounted to a total of EUR 155 000, consisting of a fee of
EUR 130 000 for services as a member of the Board and EUR 25 000 for services as Chairman
of the Audit Committee.
6
The 2009 fee paid to Ms. Gupte amounted to a total of EUR 140 000, consisting of a fee of
EUR 130 000 for services as a member of the Board and EUR 10 000 for services as a member
of the Audit Committee.
7
This table includes remuneration paid to Mr. Kallasvuo, President and CEO, for his services as
a member of the Board only. For the compensation paid for his services as the President and
CEO, see "—Executive Compensation—Actual Executive Compensation for 2009—Summary
Compensation Table 2009” below.
8
The 2009 fee paid to Mr. Karlsson amounted to a total of EUR 155 000, consisting of a fee of
EUR 130 000 for services as a member of the Board and EUR 25 000 for services as Chairman
of the Personnel Committee.
9
The 2009 fee paid to Ms. Marey-Semper amounted to a total of EUR 140 000, consisting of a
fee of EUR 130 000 for services as a member of the Board and EUR 10 000 for services as a
member of the Audit Committee.
10
The 2009 fee paid to Mr. Siilasmaa amounted to a total of EUR 140 000, consisting of a fee of
EUR 130 000 for services as a member of the Board and EUR 10 000 for services as a member
of the Audit Committee.
Group Executive Board
Our executive compensation philosophy and programs have been developed to enable Nokia to
effectively compete in an extremely complex and rapidly evolving mobile communications
industry. We are a leading company in our industry and conduct business globally. Our executive
compensation programs have been designed to attract, retain and motivate talented executive
officers globally that drive Nokia’s success and industry leadership worldwide. Our
compensation programs are designed to promote long-term value sustainability of the company
and to ensure that remuneration is based on performance.
The competitiveness of Nokia’s executive compensation levels and practices is one of several
key factors the Personnel Committee of the Board considers in its determination of compensation
for Nokia executives. The Personnel Committee compares, on an annual basis, Nokia’s
compensation practices, base salaries and total compensation, including short- and long-term
incentives against those of other relevant companies with the same or similar revenue, size,
global reach and complexity that we believe we compete against for executive talent. The
relevant sample includes companies in high technology, telecommunications and Internet
services industries, as well as companies from other industries that are headquartered in Europe
and the United States. The peer group is determined by the Personnel Committee and reviewed
for appropriateness from time to time as deemed necessary due to such factors as changes in the
business environment or industry.
The Personnel Committee retains and uses an external consultant from Mercer Human Resources
to obtain benchmark data and information on current market trends. The consultant works
directly for the Chairman of the Personnel Committee and meets annually with the Personnel
Committee, without management present, to provide an assessment of the competitiveness and
appropriateness of Nokia’s executive pay levels and programs. Management provides the
consultant with information regarding Nokia’s programs and compensation levels in preparation
for meeting with the Committee. The consultant of Mercer Human Resources that works for the
Personnel Committee is independent of Nokia and does not have any other business relationships
with Nokia.
The Personnel Committee reviews the executive officers’ compensation on an annual basis, and
from time to time during the year when special needs arise. Without management present, the
Personnel Committee reviews and recommends to the Board the corporate goals and objectives
relevant to the compensation of the President and CEO, evaluates the performance of the
President and CEO in light of those goals and objectives, and proposes to the Board the
compensation level of the President and CEO, which is confirmed by the independent members
of the Board. Management’s role is to provide any information requested by the Personnel
Committee to assist in their deliberations.
In addition, upon recommendation of the President and CEO, the Personnel Committee approves
all compensation for all the members of the Group Executive Board (excluding that of the
President and CEO of Nokia) and other direct reports to the President and CEO, including long-
term equity incentives and goals and objectives relevant to compensation. The Personnel
Committee also reviews the results of the evaluation of the performance of the Group Executive
Board members (excluding the President and CEO) and other direct reports to the President and
CEO and approves their incentive compensation based on such evaluation.
The Personnel Committee considers the following factors, among others, in its review when
determining the compensation of Nokia’s executive officers:
The compensation levels for similar positions (in terms of scope of position, revenues,
number of employees, global responsibility and reporting relationships) in relevant
comparison companies;
The performance demonstrated by the executive officer during the last year
The size and impact of the role on Nokia’s overall performance and strategic direction;
The internal comparison to the compensation levels of the other executive officers of
Nokia; and
Past experience and tenure in role.
Short-term cash incentives are an important element of our variable pay programs and are tied
directly to Nokia’s and the executive’s performance. The short-term cash incentive opportunity
is expressed as a percentage of the executive officer’s annual base salary. These award
opportunities and measurement criteria are presented in the table below.
Measurement criteria for the short-term cash incentive plan include those financial objectives
that are considered important measures of Nokia’s success in driving increased shareholder
value. Financial objectives are established that are based on a number of factors and are intended
to be stretch targets that, if achieved, we believe, will result in performance that would exceed
that of our key competitors in the high technology, telecommunications and Internet services
industries. The target setting, as well as the weighting of each measure, also requires the
Personnel Committee’s approval. The following table reflects the measurement criteria that are
established for the President and CEO and members of the Group Executive Board and the
relative weighting of each objective for the year 2009.
1
Total shareholder return reflects the change in Nokia’s share price during a respective time
period added with the value of dividends per share paid during the said period, divided by
Nokia’s share price at the beginning of the period. The calculation is the same also for each
company in the peer group.
2
Only some members of the Group Executive Board are eligible for the additional 25% total
shareholder return element.
The short-term incentive payout is based on performance relative to targets set for each
measurement criteria listed in the table above and includes: (1) a comparison of Nokia’s actual
performance to pre-established targets for net sales, operating profit and operating cash flow
management and key business goals and (2) a comparison of each executive officer’s individual
performance to his/her predefined individual strategic objectives and targets Individual strategic
objectives include key criteria which are the cornerstone for the success of Nokia’s long-term
strategy and require a discretionary assessment of performance by the Personnel Committee.
When determining the final incentive payout, the Personnel Committee determines an overall
score for each executive based on the degree to which (a) Nokia’s financial objectives have been
achieved together with (b) qualitative quantitative scores assigned to the individual strategic
objectives. The final incentive payout is determined by multiplying each executive’s eligible
salary by: (i) his/her incentive target percentage; and (ii) the score resulting from the above-
mentioned factors (a) and (b). The resulting score for each executive is then multiplied by an
“affordability factor,” which is determined based on overall sales, profitability and cash flow of
Nokia. The Personnel Committee may apply discretion when evaluating actual results against
targets and the resulting incentive payouts. In certain exceptional situations, the actual short-term
cash incentive awarded to the executive officer could be zero. The maximum payout is only
possible with maximum performance on all measures.
The portion of the short-term cash incentives that is tied to (a) Nokia’s financial objectives and
key business goals and (b) individual strategic objectives and targets is paid twice each year
based on the performance for each of Nokia’s short-term plans that end on June 30 and
December 31 of each year. Another portion of the short-term cash incentives is paid annually at
the end of the year, based on the Personnel Committee’s assessment of (c) Nokia’s total
shareholder return compared to key competitors , which are selected by the Personnle
Committee, in the high technology, Internet services and telecommunications industries and
relevant market indices over one-, three- and five-year periods. In the case of the President and
CEO, the annual incentive award is also partly based on his performance compared against (d)
strategic leadership objectives, including performance in key markets, development of strategic
capabilities enhanced competitiveness of core business and executive development.
At December 31, 2009, Nokia had a Group Executive Board consisting of eleven members.
Changes in the composition of the Group Executive Board during 2009 are explained in “Group
Executive Board”. The following tables summarize the aggregatecash compensation paid and the
long-term equitybased incentives granted to the members of the Group Executive Board under
Nokia’s equity plans in 2009. Gains realized upon exercise of stock options and share-based
incentive grants vested for the members of the Group Executive Board during 2009 are included.
Number of
members, Cash incentive
December 31, Base salaries payments 2
Year 2009 EUR EUR
2009 11 6 107 162 4 614 593
1
Includes base salary and cash incentives paid or payable by Nokia for the 2009 fiscal year. The
cash incentives are paid as a percentage of annual base salary based on Nokia’s short-term cash
incentives. Includes Robert Andersson and Simon Beresford-Wylie for the period until
September 30, 2009 and Alberto Torres as from October 1, 2009.
2
Excluding any gains realized upon exercise of stock options, which are described in “Share
Ownership.”
1
The equity-based incentive grants are generally forfeited if the employment relationship
terminates with Nokia prior to vesting. The settlement is conditional upon performance and/or
service conditions, as determined in the relevant plan rules. For a description of our equity plans,
see ”Share-based payment” to Nokia’s consolidated financial statements for year 2009.
2
At maximum performance, the settlement amounts to four times the number at threshold.
3
Includes Robert Andersson for the period until September 30, 2009 and Alberto Torres as from
October 1, 2009.
1
The positions set forth in this table are the current positions of the named executives. Until
October 30, 2009, Mr. Ihamuotila served as Executive Vice President and Global Head of Sales.
Mr. Simonson served as Executive Vice President and Chief Financial Officer until October 30,
2009.
2
Bonus payments are part of Nokia’s short-term cash incentives. The amount consists of the
bonus awarded and paid or payable by Nokia for the respective fiscal year.
3
Amounts shown represent the grant date fair value of equity grants awarded in the respective
fiscal year. The fair value of stock options equals the estimated fair value on the grant date,
calculated using the Black-Scholes model. The fair value of performance shares and restricted
shares equals the estimated fair value on grant date. The estimated fair value is based on the
grant date market price of the Nokia share less the present value of dividends expected to be paid
during the vesting period. The value of the performance shares is presented on the basis of a
number of shares, which is two times the number of shares at threshold. The value of restricted
shares and performance shares at maximum (four times the number of shares at threshold), for
each of the named executive officer, is as follows: Mr. Kallasvuo EUR 5 586 450; Mr.
Ihamuotila EUR 1 249 720; Mr. Simonson EUR 2 024 831; Mr. Vanjoki EUR 1 438 576; Mr.
Öistämö EUR 1 510 538 and Ms. McDowell EUR 1 328 290.
4
The change in pension value represents the proportionate change in the liability related to the
individual executive. These executives are covered by the Finnish State employees’ pension act
(“TyEL”) that provides for a retirement benefit based on years of service and earnings according
to the prescribed statutory system. The TyEL system is a partly funded and a partly pooled “pay
as you go” system. Effective March 1, 2008, Nokia transferred its TyEL pension liability and
assets to an external Finnish insurance company and no longer carries the liability on its financial
statements. The figures shown represent only the change in liability for the funded portion. The
method used to derive the actuarial IFRS valuation is based upon available salary information at
the respective year end. Actuarial assumptions including salary increases and inflation have been
determined to arrive at the valuation at the respective year end.
5
The change in pension value for Mr. Kallasvuo includes the reduction of EUR 1 571 for the
proportionate change in the liability related to the individual under the funded part of the Finnish
TyEL pension (see footnote 4 above). In addition, it includes EUR 1 360 000 for the change in
liability in the early retirement benefit at the age of 60 provided under his service contract. Nokia
carries the liability on its books for the early retirement benefit. Considerable portion of this
change in pension liability stems from the actuarial change to the discount interest rate used in
the calculation.
6
All other compensation for Mr. Kallasvuo in 2009 includes: EUR 130 000 for his services as
member of the Board or Directors, see “—Board of Directors—Remuneration of the Board of
Directors in 2009” above; EUR 21 540 for car allowance, EUR 10 000 for financial counseling,
EUR 10 989 for taxable benefit for premiums paid under supplemental medical and disability
insurance, EUR 4 719 for driver and for mobile phone.
7
All other compensation for Mr. Ihamuotila in 2009 includes: EUR 7 620 for car allowance,
EUR 10 000 for financial counseling, EUR 2 337 for the amount related to the end of his
international assignment in the United States under Nokia’s policy, EUR 1 238 taxable benefit
for premiums paid under supplemental medical and disability insurance and for mobile phone.
8
Salaries, benefits and perquisites for Ms. McDowell and Mr. Simonson are paid and
denominated in USD. Amounts were converted to euro using year-end 2009 USD/EUR
exchange rate of 1.43. For year 2008 disclosure, amounts were converted to euro using the year-
end 2008 USD/EUR exchange rate of 1.40. For year 2007 disclosure, amounts were converted to
euro using year-end 2007 USD/EUR exchange rate of 1.47.
9
All other compensation for Mr. Simonson in 2009 includes: EUR 96 498 company
contributions to the Restoration & Deferral plan, EUR 11 538 company contributions to the
401(k) plan, EUR 12 345 for car allowance, EUR 11 194 for financial counseling, EUR 3 391
imputed income under the Employee Stock Purchase Plan.
10
All other compensation for Mr. Vanjoki in 2009 includes: EUR 19 817 for car allowance and
driver benefit, EUR 10 000 for financial counseling, EUR 1 238 as taxable benefit for premiums
paid under supplemental medical and disability insurance and for mobile phone.
11
All other compensation for Mr. Öistämö in 2009 includes: EUR 18 540 for car allowance,
EUR 10 000 for Financial counseling, EUR 1 238 as taxable benefit for premiums paid under
supplemental medical and disability insurance and for mobile phone.
12
All other compensation for Ms. McDowell in 2009 includes: EUR 12 345 for car allowance,
EUR 10 996 for Financial counseling, EUR 10 280 company contributions to the 401(k) plan and
EUR 105 as service award under Nokia’s policy.
*
None of the named executive officers participated in a formulated, non-discretionary, incentive
plan. Annual incentive payments are included under the “Bonus” column.
**
History has been provided only for those data elements previously disclosed unless otherwise
indicated.
1
Including all equity awards made during 2009. Awards were made under the Nokia Stock
Option Plan 2007, the Nokia Performance Share Plan 2009 and the Nokia Restricted Share Plan
2009.
2
The fair value of stock options equals the estimated fair value on the grant date, calculated
using the Black-Scholes model. The stock option exercise price was EUR 11.18 on May 8, 2009
and EUR 8.76 on November 6, 2009. NASDAQ OMX HELSINKI closing market price at grant
date on May 8, 2009 was EUR 10.84 and on November 6, 2009 was EUR 8.84.
3
The fair value of performance shares and restricted shares equals the estimated fair value on
grant date. The estimated fair value is based on the grant date market price of the Nokia share
less the present value of dividends expected to be paid during the vesting period. The value of
performance shares is presented on the basis of a number of shares, which is two times the
number at threshold.
For information with respect to the Nokia shares and equity awards held by the members of the
Group Executive Board, please see “Share Ownership”.
Pension arrangements for the members of the Group Executive Board
The members of the Group Executive Board participate in the local retirement programs
applicable to employees in the country where they reside. Executives in Finland participate in the
Finnish TyEL pension system, which provides for a retirement benefit based on years of service
and earnings according to a prescribed statutory system. Under the Finnish TyEL pension
system, base pay, incentives and other taxable fringe benefits are included in the definition of
earnings, although gains realized from equity are not. The Finnish TyEL pension scheme
provides for early retirement benefits at age 62 with a reduction in the amount of retirement
benefits. Standard retirement benefits are available from age 63 to 68, according to an increasing
scale.
Executives in the United States participate in Nokia’s Retirement Savings and Investment Plan.
Under this 401(k) plan, participants elect to make voluntary pre-tax contributions that are 100%
matched by Nokia up to 8% of eligible earnings. 25% of the employer match vests for the
participants for each year of their employment. Participants earning in excess of the Internal
Revenue Service (IRS) eligible earning limits may participate in the Nokia Restoration and
Deferral Plan which allows employees to defer up to 50% of their salary and 100% of their
bonus into this non-qualified plan. Contributions to the Restoration and Deferral Plan in excess
of IRS deferral limits will be matched 100% up to 8% of eligible earnings less contributions
made to the 401(k) plan.
Olli-Pekka Kallasvuo can, as part of his service contract, retire at the age of 60 with full
retirement benefits should he be employed by Nokia at the time. The full retirement benefit is
calculated as if Mr. Kallasvuo had continued his service with Nokia through the retirement age
of 65.
Hallstein Moerk, following his arrangement with a previous employer, and continuing in his
current position at Nokia, has a retirement benefit of 65% of his pensionable salary beginning at
the age of 62 and early retirement is possible at the age of 55 with reduced benefits. Mr. Moerk
will retire at the end of September 2010 at the age of 57.
Service contracts
Olli-Pekka Kallasvuo’s service contract covers his current position as President and CEO and
Chairman of the Group Executive Board. As at December 31, 2009, Mr. Kallasvuo’s annual total
gross base salary, which is subject to an annual review by the Board of Directors and
confirmation by the independent members of the Board, is EUR 1 176 000. His incentive targets
under the Nokia short-term cash incentive plan are 150% of annual gross base salary. In case of
termination by Nokia for reasons other than cause, including a change of control, Mr. Kallasvuo
is entitled to a severance payment of up to 18 months of compensation (both annual total gross
base salary and target incentive). In case of termination by Mr. Kallasvuo, the notice period is six
months and he is entitled to a payment for such notice period (both annual total gross base salary
and target incentive for six months). Mr. Kallasvuo is subject to a 12-month non-competition
obligation after termination of the contract. Unless the contract is terminated for cause, Mr.
Kallasvuo may be entitled to compensation during the non-competition period or a part of it.
Such compensation amounts to the annual total gross base salary and target incentive for the
respective period during which no severance payment is paid.
General
During the year ended December 31, 2009, Nokia sponsored three global stock option plans, five
global performance share plans and four global restricted share plans. Both executives and
employees participate in these plans. Performance shares are the main element to the company’s
broad-based equity compensation program to further emphasize the performance element in
employees’ long-term incentives. Thereafter, the number of stock options granted has been
significantly reduced. The rationale for using both performance shares and stock options for
employees in higher job grades is to build an optimal and balanced combination of long-term
equity-based incentives. The equity-based compensation programs intend to align the potential
value received by participants directly with the performance of Nokia. Since 2003, we also have
granted restricted shares to a small selected number of employees each year.
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.
Our compensation programs promote long-term value sustainability of the company and ensure
that remuneration is based on performance. The rationale for using both performance shares and
stock options for employees in higher job grades is to build an optimal and balanced combination
of longterm equity-based incentives. The equity-based compensation programs intend to align
the potential value received by participants directly with the performance of Nokia. We also have
granted restricted shares to a small selected number of key employees each year.
The equity-based incentive grants are generallyconditioned upon continued employment with
Nokia, as well as the fulfillment of performance and otherconditions, as determined in the
relevant plan rules. The broad-based equity compensation program for 2009, which was
approved by the Board of Directors, followed the structure of the program in 2008. The
participant group for the 2009 equity-based incentive program continued to be broad, with a
wide number of employees in many levels of the organization eligible to participate. As at
December 31, 2009, the aggregate number of participants in all of Nokia’s equity-based
programs was approximately 13 000 compared with approximately 18 000 as at December 31,
2008 reflecting changes in Nokia’s grant guidelines and reduction in eligible population.
The employees of Nokia Siemens Networks including the Chief Executive Officer of Nokia
Siemens Networks have not participated in any new Nokia equity-based incentive plans since the
formation of Nokia Siemens Networks on April 1, 2007.
For a more detailed description of all of Nokia’s equity-based incentive plans, see “Sharebased
payment” to Nokia’s consolidated financial statements on page 37.
Performance Shares
We have granted performance shares under the global, 2005, 2006, 2007 2008 and 2009 plans,
each of which, including its terms and conditions, has been approved by the Board of Directors.
The performance shares represent a commitment by Nokia Group to deliver Nokia shares to
employees at a future point in time, subject to Nokia’s fulfillment of pre-defined performance
criteria. No performance shares will vest unless Nokia’s performance reaches at least one of the
threshold levels measured by two independent, pre-defined performance criteria: The Group’s
average annual net sales growth for the performance period of the plan and earnings per share
(“EPS”) at the end of the performance period.
The 2005 Performance Share Plans had a four-year performance period and a two-year interim
measurement period. The 2006, 2007, 2008 and 2009 Performance Share Plans have a three-year
performance period with no interim measurement period.
The shares vest after the respective interim measurement period and/or the performance period.
The shares will be delivered to the participants as soon as practicable after they vest. The below
table summarizes the relevant periods and settlements under the plans.
Until the Nokia shares are delivered, the participants will not have any shareholder rights, such
as voting or dividend rights associated with the performance shares. The performance share
grants are generally forfeited if the employment relationship terminates with Nokia prior to
vesting.
The performance share grants are approved by the CEO at the end of the respective calendar
quarter on the basis of an authorization given by the Board of Directors. Performance share
grants to the CEO are made upon recommendation by the Personnel Committee and approved by
the Board of Directors and confirmed by the independent members of the Board. Performance
share grants to the other Group Executive Board members and other direct reports of the CEO
are approved by the Personnel Committee.
Stock Options
Nokia’s global stock option plans in effect for 2009, including their terms and conditions, were
approved by the Annual General Meetings in the year when each plan was launched, i.e., in
2003, 2005 and 2007.
Each stock option entitles the holder to subscribe for one new Nokia share. The stock options are
nontransferable. All of the stock options have a vesting schedule with a 25% vesting one year
after grant and 6.25% each quarter thereafter. The stock options granted under the plans
generally have a term of five years.
The exercise price of the stock options are determined at the time of grant on a quarterly basis.
The exercise prices are determined in accordance with a pre-agreed schedule quarterly after the
release of Nokia’s periodic financial results and are based on the trade volume weighted average
price of a Nokia share on NASDAQ OMX Helsinki during the trading days of the first whole
week of the second month of the respective calendar quarter (i.e., February, May, August or
November). Exercise prices are determined on a oneweek weighted average to mitigate any
short-term fluctuations in Nokia’s share price. The determination of exercise price is defined in
the terms and conditions of the stock option plan, which are approved by the shareholders at the
respective Annual General Meeting. The Board of Directors does not have the right to amend the
above-described determination of the exercise price.
Stock option grants are approved by the CEO at the time of stock option pricing on the basis of
an authorization given by the Board of Directors. Stock option grants to the CEO are made upon
recommendation by the Personnel Committee and a re approved by the Board of Directors and
confirmed by the independent members of the Board. Stock option grants to the other Group
Executive Board members and to other direct reports of the CEO are made by the Personnel
Committee.
Restricted Shares
Nokia has granted restricted shares to recruit, retain, reward and motivate selected high potential
employees, who are critical to the future success of Nokia. It is Nokia’s philosophy that
restricted shares will be used only for key management positions and other critical talent. The
outstanding global restricted share plans, including their terms and conditions, have been
approved by the Board of Directors.
All of Nokia’s restricted share plans have a restriction period of three years after grant. Once the
shares vest, they are transferred and delivered to the participants. The restricted share grants are
generally forfeited if the employment relationship terminates with Nokia prior to vesting. Until
the Nokia shares are delivered, the participants do not have any shareholder rights, such as
voting or dividend rights, associated with the restricted shares. Restricted share grants are
approved by the CEO at the end of the respective calendar quarter on the basis of an
authorization given by the Board of Directors. Restricted share grants to the 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.
Restricted share grants to the other Group Executive Board members and other direct reports of
the CEO are approved by the Personnel Committee. Other equity plans for employees in addition
to Nokia’s global equity plans described above, Nokia has equity plans for Nokia-acquired
businesses or employees in the United States and Canada under which participants can receive
Nokia ADSs or ordinary shares. These equity plans do not result in an increase in the share
capital of Nokia. Until the Nokia shares are delivered, the participants will not have any
shareholder rights, such as voting or dividend rights associated with the performance shares. The
performance share grants are generally forfeited if the employment relationship terminates with
Nokia prior to vesting. The performance share grants are approved by the CEO at the end of the
respective calendar quarter on the basis of an authorization given by the Board of Directors.
Performance share grants to the CEO are made upon recommendation by the Personnel
Committee and approved by the Board of Directors and confirmed by the independent members
of the Board. Performance share grants to the other Group Executive Board members and other
direct reports of the CEO are approved by the Personnel Committee.
In addition to our global equity plans described above, we have equity plans for Nokia-acquired
businesses or employees in the United States and Canada under which participants can receive
Nokia ADSs or ordinary shares. These equity plans do not result in an increase in the share
capital of Nokia.
In connection with our July 10, 2008 acquisition of NAVTEQ, we assumed NAVTEQ’s 2001
Stock Incentive Plan (“NAVTEQ Plan”). All unvested NAVTEQ restricted stock units under the
NAVTEQ Plan were converted to an equivalent number of restricted stock units entitling their
holders to Nokia shares. The maximum number of Nokia shares to be delivered to NAVTEQ
employees during the years 2008—2012 is approximately 3 million of which approximatelly 1
million shares have already been delivered by December 31, 2009. The Group does not intend to
make further awards under the NAVTEQ Plan.
We have also an Employee Share Purchase Plan in the United States, which permits all full-time
Nokia employees located in the United States to acquire Nokia ADSs at a 15% discount. The
purchase of the ADSs is funded through monthly payroll deductions from the salary of the
participants, and the ADSs are purchased on a monthly basis. As at December 31, 2009,
approximately 12.3 million ADSs had been purchased under this plan since its inception, and
there were a total of approximately 760 participants.
For more information on these plans, see Note 23 “Share-based payment” to Nokia’s
consolidated financial stetements for year 2009.
The Board of Directors announced the proposed scope and design for the Equity Program 2010
on January 28, 2010. The main equity instrument continues to be performance shares. In
addition, stock options will be used on a limited basis for senior managers, and restricted shares
will be used for a small number of high potential and critical employees. These equity-based
incentive awards are generally forfeited if the employee leaves Nokia prior to vesting.
Performance shares
The Performance Share Plan 2010 approved by the Board of Directors will cover a performance
period of three years (2010-2012) with no interim measurement period. No performance shares
will vest unless Nokia’s performance reaches at least one of the threshold levels measured by
two independent, pre-defined performance criteria:
(1) Average Annual Net Sales Growth: 0% (threshold) and 13% (maximum) during the
performance period 2010-2012, and
(2) EPS (diluted, non-IFRS): EUR 0,82 (threshold) and EUR 1.44 (maximum) at the end of the
performance period in 2012.
Average Annual Net Sales Growth is calculated as an average of the net sales growth rates for
the years 2010 through 2012. EPS is the diluted, non-IFRS earnings per share in 2012. Both the
EPS and Average Annual Net Sales Growth criteria are equally weighted and performance under
each of the two performance criteria is calculated independent of each other.
Achievement of the maximum performance for both criteria would result in the vesting of a
maximum of 17 million Nokia shares. Performance exceeding the maximum criteria does not
increase the number of performance shares that will vest. Achievement of the threshold
performance for both criteria will result in the vesting of approximately 4.25 million shares. If
only one of the threshold levels of performance is achieved, only approximately 2.13 million of
the performance shares will vest. If none of the threshold levels is achieved, then none of the
performance shares will vest. For performance between the threshold and maximum performance
levels, the vesting follows a linear scale. If the required performance levels are achieved, the
vesting will occur December 31, 2012. Until the 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 2010 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”.
Restricted shares
The restricted shares to be granted under the Restricted Share Plan 2010 will have a three-year
restriction period (2010-2012). The restricted shares will vest and the payable Nokia shares be
delivered in 2013 and early 2014, 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.
The maximum number of planned grants under the Equity Program 2010 (i.e., performance
shares, stock options and restricted shares) in 2010 are set forth in the table below.
Maximum Number of Planned Grants under the Equity
Plan type Based Compensation Program in 2010
Stock options 8 million
Restricted shares 6 million
Performance shares at threshold 1 4.25 million
1
The maximum number of Nokia shares to be delivered at maximum performance is four times
the number at threshold i.e. a total of 17 million Nokia shares.
As at December 31, 2009, the total dilutive effect of all Nokia’s stock options, performance
shares and restricted shares outstanding, assuming full dilution, was approximately 1.6% in the
aggregate. The potential maximum effect of the proposed Equity Based Compensation Program
2010 would be approximately another 0.8%.
The Board of Directors has approved a policy allowing for the recoupment of equity gains
realized by Group Executive Board members under Nokia equity plans in case of a financial
restatement caused by an act of fraud or intentional misconduct. This policy will apply to equity
grants made to Group Executive Board members after January 1, 2010.
Share ownership
General
The following section describes the ownership or potential ownership interest in the company of
the members of our Board of Directors and the Group Executive Board, either through share
ownership or through holding of equity-based incentives, which may lead to share ownership in
the future.
In line with the Company policy, approximately 40% of the remuneration paid to the Board of
Directors has been paid in Nokia shares purchased from the market. It is Nokia’s policy that the
directors retain all company stock received as director compensation until the end of their board
membership, subject to the need to finance any costs including taxes relating to the acquisition of
the shares. Non-executive members of the Board of Directors do not receive stock options,
performance shares, restricted shares or other variable compensation.
For a description of our equity-based compensation programs for employees and executives, see
“Equity-Based Compensation Programs.”
At December 31, 2009, the members of our Board of Directors held the aggregate of 1 626 314
shares and ADSs in Nokia (not including stock options or other equity awards that are deemed as
being beneficially owned under applicable SEC rules), which represented 0.04% of our
outstanding share capital and total voting rights excluding shares held by Nokia Group at that
date.
The following table sets forth the number of shares and ADSs held by members of the Board of
Directors as at December 31, 2009.
1
The number of shares or ADSs includes not only shares or ADSs received as director
compensation, but also shares or ADSs acquired by any other means.
2
For Mr. Ollila, this table includes his share ownership only. Mr. Ollila was entitled to retain all
vested and unvested stock options, performance shares and restricted shares granted to him in
respect of his service as the CEO of Nokia prior to June 1, 2006 as approved by the Board of
Directors. Therefore, in addition to the above-presented share ownership, Mr. Ollila held, as at
December 31, 2009, a total of 1 200 000 stock options. The information relating to stock options
held by Mr. Ollila as at December 31, 2009 is presented in the table below.
The number of stock options in the above table equals the number of underlying shares
represented by the option entitlement. Stock options vest over four years: 25% after one year and
6.25% each quarter thereafter. The intrinsic value of the stock options in the above table is based
on the difference between the exercise price of the options and the closing market price of Nokia
shares on NASDAQ OMX Helsinki as at December 30, 2009 of EUR 8.92.
3
Mr. Ehrnrooth’s and Mr. Karlsson’s holdings include both shares held personally and shares
held through a company.
4
For Mr. Kallasvuo, this table includes his share ownership only. Mr. Kallasvuo’s holdings of
long-term equity-based incentives are outlined below in "—Stock Option Ownership of the
Group Executive Board” and “—Performance Shares and Restricted Shares."
The following table sets forth the share ownership, as well as potential ownership interest
through the holding of equity-based incentives, of the members of the Group Executive Board as
at December 31, 2009.
Shares Shares
Receivable Receivable Shares
Shares Through Through Receivable
Receivable Performance Performance Through
Through Stock Shares at Shares at Restricted
Shares Options Threshold 3 Maximum 4 Shares
Number of 1 179 209 3 032 410 521 000 2 084 000 1 151 000
Equity
Instruments
Held by
Group
Executive
Board
% of the 0.0318 0.0818 0.0140 0.0562 0.0310
Shares1
% of the total — 13.326 10.228 10.228 12.269
outstanding
equity
incentives
(per
instrument)2
1
The percentage is calculated in relation to the outstanding number of shares and total voting
rights of the company, excluding shares held by Nokia Group.
2
The percentage is calculated in relation to the total outstanding equity incentives per
instrument, i.e., stock options, performance shares and restricted shares, as applicable, under the
global equity plans.
3
No Nokia shares were delivered under Nokia Performance Share Plan 2007 as Nokia’s
performance did not reach the threshold level of either performance criteria. Therefore the shares
deliverable at threshold equals zero for the performance share plan 2007.
4
No Nokia shares were delivered under Nokia Performance Share Plan 2007 as Nokia’s
performance did not reach the threshold level of either performance criteria. Therefore the shares
deliverable at maximum equals zero for Nokia Performance Share Plan 2007. At maximum
performance under the performance share plan 2008 and 2009, the number of shares deliverable
equals four times the number of performance shares at threshold.
The following table sets forth the number of shares and ADSs in Nokia (not including stock
options or other equity awards that are deemed as being beneficially owned under the applicable
SEC rules) held by members of the Group Executive Board as at December 31, 2009.
The following table provides certain information relating to performance shares and restricted
shares held by members of the Group Executive Board as at December 31, 2009. These
entitlements were granted pursuant to our Performance Share Plans 2007, 2008 and 2009 and
Restricted Share Plans 2007, 2008 and 2009. For a description of our performance share and
restricted share plans, please see Note 23 to the consolidated financial statements in Item 18 of
this annual report.
1
The performance period for the 2007 plan is 2007-2009, 2008 plan 2008-2010 and 2009 plan
2009-2011, respectively.
2
The threshold number will vest as Nokia shares should the pre-determined threshold
performance levels be met. No Nokia shares were delivered under the Performance Share Plan
2007 as Nokia’s performance did not reach the threshold level of either performance criteria.
Therefore the shares deliverable at threshold equals zero for the Performance Share Plan 2007.
3
The maximum number will vest as Nokia shares should the pre-determined maximum
performance levels be met. The maximum number of performance shares equals four times the
number at threshold. No Nokia shares were delivered under the Performance Share Plan 2007 as
Nokia’s performance did not reach the threshold level of either performance criteria. Therefore
the shares deliverable at maximum equals zero for the Performance Share Plan 2007.
4
For Performance Share Plans 2008 and 2009 the value of performance shares is presented on
the basis of Nokia’s estimation of the number of shares expected to vest. The intrinsic value for
the Performance Share Plan 2009 is based on the closing market price of a Nokia share on
NASDAQ OMX Helsinki as at December 30, 2009 of EUR 8.92. For the Performance Share
Plan 2007 no Nokia shares were delivered as Nokia’s performance did not reach the threshold
level of either performance criteria.
5
Under the Restricted Share Plans 2007, 2008 and 2009, awards have been granted quarterly.
For the major part of the awards made under these plans, the restriction period will end for the
2007 plan, on January 1, 2011; and for the 2008 plan, on January 1, 2012 and for the 2009 plan,
on January 1, 2013.
6
The intrinsic value is based on the closing market price of a Nokia share on NASDAQ OMX
Helsinki as at December 30, 2009 of EUR 8.92.
7
Mr. Andersson, left the Group Executive Board as of September 30, 2009 to head Nokia
Corporate Alliances and Business Development. Mr. Beresford-Wylie left the Group Executive
Board as of September 30, 2009 and ceased employment with Nokia Siemens Networks on
November 1, 2009. From April 1, 2007, Mr. Beresford-Wylie has participated in a long-term
cash incentive plan sponsored by Nokia Siemens Networks instead of the long-term equity-based
plans of Nokia. The information related to performance shares and restricted shares held by Mr.
Andersson and Mr. Beresford-Wylie as of the date of resignation from the Group Executive
Board is represented in the table below.
8
Mr. Andersson remained with Nokia and thus is entitled to retain performance shares and
restricted shares granted to him prior to leaving the Group executive Board as of September 30,
2009.
9
Mr. Beresford-Wylie’s performance and restricted shares grants were forfeited upon
termination of employment in accordance with the plan rules.
10
The intrinsic value is based on the closing market price of a Nokia share on NASDAQ OMX
Helsinki as at September 30, 2009 of EUR 10.05.
11
The threshold number will vest as Nokia shares should the pre-determined threshold
performance levels be met. No Nokia shares were delivered under the Performance Share Plan
2007 as Nokia’s performance did not reach the threshold level of either performance criteria.
Therefore the aggregate number does not include any shares for Performance Share Plan 2007.
12
The maximum number will vest as Nokia shares should the pre-determined maximum
performance levels be met. The maximum number of performance shares equals four times the
number at threshold. No Nokia shares were delivered under the Performance Share Plan 2007 as
Nokia’s performance did not reach the threshold level of either performance criteria. Therefore
the aggregate number does not include any shares for Performance Share Plan 2007.
The following table provides certain information relating to stock option exercises and share
deliveries upon settlement during the year 2009 for our Group Executive Board members.
Restricted
Performance Shares Shares
Stock Option Awards 1 Awards 2 Awards 3
Number of Value Number of Value Number of Value
Shares Realized on Shares Realized on Shares Realized on
Acquired on Exercise Delivered on Vesting Delivered on Vesting
Name 5 Exercise (EUR) Vesting (EUR) Vesting (EUR)
Olli Pekka 0 0.00 180 300 1 491 450 135 0004 1 159 2004
Kallasvuo
Esko Aho 0 0.00 0 0 0 0
Timo 0 0.00 14 760 137 835 4 500 40 005
Ihamuotila
Mary 0 0.00 81 300 727 170 25 000 222 250
McDowell
Hallstein 0 0 50 900 459 304 15 000 133 350
Moerk
Tero 0 0.00 50 900 459 304 15 000 133 350
Ojanperä
Niklas 0 0.00 37 121 309 802 15 000 133 350
Savander
Richard 0 0.00 81 300 727 170 25 000 222 250
Simonson
Alberto 0 0.00 8 865 85 030 4 800 42 672
Torres
Anssi 0 0.00 81 300 727 170 25 000 222 250
Vanjoki
Kai 0 0.00 56 284 455 746 25 000 222 250
Öistämö
1
Value realized on exercise is based on the difference between the Nokia share price and
exercise price of options (non-transferable stock options).
2
Represents the final payout in gross shares for the 2005 and 2006 performance share grants.
Value for the 2005 performance share grant is based on the market price of the Nokia share on
NASDAQ OMX Helsinki as at May 27, 2009 of EUR 10.85. Value for the 2006 performance
share grant is based on the closing market price of the Nokia share on NASDAQ OMX Helsinki
as at February 26, 2009 of EUR 7.72.
3
Delivery of Nokia shares vested from the 2006 restricted share grant to all members of the
Group Executive Board. Value is based on the closing market price of the Nokia share on
NASDAQ OMX Helsinki on October 21, 2009 of EUR 8.89.
4
Represents the final payout in gross shares for the 2005 and 2006 restricted share grants. Value
for the 2005 restricted share grant is based on the closing market price of the Nokia share on
NASDAQ OMX Helsinki on February 26, 2009 of EUR 7.72. Value for the 2006 restricted share
grant is based on the closing market price of the Nokia share on NASDAQ OMX Helsinki on
October 21, 2009 of EUR 8.89.
5
Mr. Andersson, left the Group Executive Board as of September 30, 2009 to head Nokia
Corporate Alliances and Business Development. Mr. Beresford-Wylie left the Group Executive
Board as of September 30, 2009 and ceased employment with Nokia Siemens Networks on
November 1, 2009. The information regarding stock option exercises and settlement of shares
regarding Mr. Andersson and Mr. Beresford-Wylie as of the date of resignation from the Group
Executive Board is represented in the table below.
One of the goals of our long-term equity-based incentive program is to focus executives on
promoting the long-term 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 Group Executive Board two times the member’s
annual base salary, respectively. To meet this requirement, all members of the Group Executive
Board 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.
The Board of Directors has established and regularly updates a policy in respect of insiders’
trading in Nokia securities. The members of the Board and the Group Executive Board 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 on Nokia’s
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 Nokia’s quarterly results and the four-week “closed-window” period immediately
preceding the release of Nokia’s annual results. In addition, Nokia may set trading restrictions
based on participation in projects.
Nokia updates its insider trading policy from time to time and closely monitors compliance with
the policy on a regular basis. Nokia’s insider policy is in line with the NASDAQ OMX Helsinki
Guidelines for Insiders and also sets requirements beyond those guidelines.
The following table provides certain information relating to stock options held by members of
the Group Executive Board as of December 31, 2009. These stock options were issued pursuant
to Nokia Stock Option Plans 2003, 2005 and 2007. For a description of our stock option plans,
please see Note 23 to our consolidated financial statements in Item 18 of this annual report.
1
Number of stock options equals the number of underlying shares represented by the option
entitlement. Stock options vest over four years: 25% after one year and 6.25% each quarter
thereafter.
2
The intrinsic value of the stock options is based on the difference between the exercise price of
the options and the closing market price of Nokia shares on NASDAQ OMX Helsinki as at
December 30, 2009 of EUR 8.92.
3
For gains realized upon exercise of stock options for the members of the Group Executive
Board, see the table in “Stock Option Exercises and Settlement of Shares” below.
4
Mr. Andersson left the Group Executive Board as of September 30, 2009 to head Nokia
Corporate Alliances and Business Development. Mr. Beresford-Wylie left the Group Executive
Board as of September 30, 2009 and ceased employment with Nokia Siemens Networks on
November 1, 2009. From April 1, 2007, Mr. Beresford-Wylie has participated in a long-term
cash incentive plan sponsored by Nokia Siemens Networks instead of the long-term equity-based
plans of Nokia. The information related to stock options held and retained by Mr. Andersson and
Mr. Beresford-Wylie as of the date of resignation from the Group Executive Board is presented
in the table below.
5
Mr. Andersson remained with Nokia and thus is entitled to retain all vested and unvested stock
options granted to him prior to leaving the Group Executive Board as of September 30, 2009.
6
Mr. Beresford-Wylie’s stock option grants were forfeited upon termination of employment in
accordance with the plan rules.
7
The intrinsic value of the stock options is based on the difference between the exercise price of
the options and the closing market price of Nokia shares on NASDAQ OMX Helsinki as at
September 30, 2009 of EUR 10.05.
Nokia believes that effective research and development is vital to remaining competitive in the
mobile computing and communications industry. As of April 1, 2007, we had R&D centers in 11
countries and employed 14,500 people in research and development, representing approximately
32% of Nokia's total workforce. R&D expenses totaled EUR 3,9 billion in 2006, representing
9,5% of Nokia's net sales. We invest a substantial portion of our resources in research and
development activities within our principal business groups Mobile Phones, Multimedia and
Enterprise Solutions, Technology Platforms , and in the Nokia Research Center (NRC).
Nokia Research Center has a unique mission to lead Nokia into the future: NRC will be the
global leader of open innovation for human mobility systems of the fused physical and digital
world, giving birth to the growth of businesses for Nokia.
Nokia Research Center was founded in 1986 from the Nokia Electronics R&D unit, with the a
headcount of 86 persons. Today, NRC employs roughly 800 researchers from 43 countires and a
wide variety of fields. Representing just over 4% of Nokia's R&D employees, NRC researchers
produce about one half of Nokia's essential patents, and 34% of all Nokia invention reports
(2006).
The research being conducted at Nokia Research Center focuses on four areas identified as: Rich
Context Modeling, New User Interface, High Performance Mobile Platform and Cognitive
Radio. This is carried out in 12 locations globally, engaging with local Universities and research
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Careers
Nokia invests strongly in research and development. Approximately 32% of our personnel
works in R&D. Carrying out world-class research requires global networking. Nokia's R&D
centers are located adjacent to leading technical universities in 11 countries.
The demanding research environment at Nokia has brought world-leading experts and
newcomers to work together in international teams. In our global work environment people have
very diverse backgrounds, e.g. 43 nationalities work in Nokia Research Center.
Further studies encouraged A high level of education and continuous learning are prerequisites
for complex and demanding research work. In Nokia, further studies are actively encouraged and
rewarded. In Nokia Research Center, 23% holds a Ph.D. degree, 6% licenciate and 63,5%
Master’s degree. Many internal processes such as job rotation within Nokia, promote personal
development and the transfer of competencies. Our research personnel can also choose between
scientific or managerial career paths.
If you are an accomplished professional interested in a career within Nokia, please see our
Careers pages for open positions. You can also leave an open application.
History
[edit] Pre-telecommunications era
The predecessors of the modern Nokia were the Nokia Company (Nokia Aktiebolag), Finnish
Rubber Works Ltd (Suomen Gummitehdas Oy) and Finnish Cable Works Ltd (Suomen
Kaapelitehdas Oy).[27]
Nokia's history starts in 1865 when mining engineer Fredrik Idestam established a groundwood
pulp mill on the banks of the Tammerkoski rapids in the town of Tampere, in southwestern
Finland, and started manufacturing paper.[28] In 1868, Idestam built a second mill near the town
of Nokia, fifteen kilometres (nine miles) west of Tampere by the Nokianvirta river, which had
better resources for hydropower production.[29] In 1871, Idestam, with the help of his close friend
statesman Leo Mechelin, renamed and transformed his firm into a share company, thereby
founding the Nokia Company, the name it is still known by today.[29]
The name of the town, Nokia, originated from the river which flowed through the town. The
river itself, Nokianvirta, was named after the archaic Finnish word originally meaning a small,
dark-furred animal that lived on the banks of the Nokianvirta river. In modern Finnish, noki
means soot and nokia is its inflected plural, although this form of the word is rarely if ever used.
The old word, nois (pl. nokia) or nokinäätä ("soot marten"), meant sable.[30] After sable was
hunted to extinction in Finland, the word was applied to any dark-furred animal of the genus
Martes, such as the pine marten, which are found in the area to this day.[31]
Toward the end of the 19th century, Mechelin's wishes to expand into the electricity business
were at first thwarted by Idestam's opposition. However, Idestam's retirement from the
management of the company in 1896 allowed Mechelin to become the company's chairman
(from 1898 until 1914) and sell most shareholders on his plans, thus realizing his vision.[29] In
1902, Nokia added electricity generation to its business activities.[28]
In 1898, Eduard Polón founded Finnish Rubber Works, manufacturer of galoshes and other
rubber products, which later became Nokia's rubber business.[27] At the beginning of the 20th
century, Finnish Rubber Works established its factories near the town of Nokia and began using
Nokia as its product brand.[32] In 1912, Arvid Wickström founded Finnish Cable Works, producer
of telephone, telegraph and electrical cables and the foundation of Nokia's cable and electronics
businesses.[27] At the end of the 1910s, shortly after World War I, the Nokia Company was
nearing bankruptcy.[33] To ensure the continuation of electricity supply from Nokia's generators,
Finnish Rubber Works acquired the business of the insolvent company.[33] In 1922, Finnish
Rubber Works acquired Finnish Cable Works.[34] In 1937, Verner Weckman, a sport wrestler and
Finland's first Olympic Gold medalist, became President of Finnish Cable Works, after 16 years
as its Technical Director.[35] After World War II, Finnish Cable Works supplied cables to the
Soviet Union as part of Finland's war reparations. This gave the company a good foothold for
later trade.[35]
The three companies, which had been jointly owned since 1922, were merged to form a new
industrial conglomerate, Nokia Corporation in 1967 and paved the way for Nokia's future as a
global corporation.[36] The new company was involved in many industries, producing at one time
or another paper products, car and bicycle tires, footwear (including rubber boots),
communications cables, televisions and other consumer electronics, personal computers,
electricity generation machinery, robotics, capacitors, military communications and equipment
(such as the SANLA M/90 device and the M61 gas mask for the Finnish Army), plastics,
aluminium and chemicals.[26] Each business unit had its own director who reported to the first
Nokia Corporation President, Björn Westerlund. As the president of the Finnish Cable Works, he
had been responsible for setting up the company’s first electronics department in 1960, sowing
the seeds of Nokia’s future in telecommunications.[37]
Eventually, the company decided to leave consumer electronics behind in the 1990s and focused
solely on the fastest growing segments in telecommunications.[38] Nokian Tyres, manufacturer of
tyres split from Nokia Corporation to form its own company in 1988[39] and two years later
Nokian Footwear, manufacturer of rubber boots, was founded.[32] During the rest of the 1990s,
Nokia divested itself of all of its non-telecommunications businesses.[38]
The seeds of the current incarnation of Nokia were planted with the founding of the electronics
section of the cable division in 1960 and the production of its first electronic device in 1962: a
pulse analyzer designed for use in nuclear power plants.[37] In the 1967 fusion, that section was
separated into its own division, and began manufacturing telecommunications equipment. A key
CEO and subsequent Chairman of the Board was vuorineuvos Björn "Nalle" Westerlund (1912–
2009), who founded the electronics department and let it run a loss for 15 years.
In the 1970s, Nokia became more involved in the telecommunications industry by developing the
Nokia DX 200, a digital switch for telephone exchanges. The DX 200 became the workhorse of
the network equipment division. Its modular and flexible architecture enabled it to be developed
into various switching products.[40] In 1984, development of a version of the exchange for the
Nordic Mobile Telephony network was started.[41]
For a while in the 1970s, Nokia's network equipment production was separated into Telefenno, a
company jointly owned by the parent corporation and by a company owned by the Finnish state.
In 1987, the state sold its shares to Nokia and in 1992 the name was changed to Nokia
Telecommunications.
In the 1970s and 1980s, Nokia developed the Sanomalaitejärjestelmä ("Message device system"),
a digital, portable and encrypted text-based communications device for the Finnish Defence
Forces.[42] The current main unit used by the Defence Forces is the Sanomalaite M/90 (SANLA
M/90).[43]
The Mobira Cityman 150, Nokia's NMT-900 mobile phone from 1989 (left), compared to the Nokia 1100
from 2003.[44] The Mobira Cityman line was launched in 1987. [45]
The technologies that preceded modern cellular mobile telephony systems were the various "0G"
pre-cellular mobile radio telephony standards. Nokia had been producing commercial and some
military mobile radio communications technology since the 1960s, although this part of the
company was sold some time before the later company rationalization. Since 1964, Nokia had
developed VHF radio simultaneously with Salora Oy. In 1966, Nokia and Salora started
developing the ARP standard (which stands for Autoradiopuhelin, or car radio phone in
English), a car-based mobile radio telephony system and the first commercially operated public
mobile phone network in Finland. It went online in 1971 and offered 100% coverage in 1978.[46]
In 1979, the merger of Nokia and Salora resulted in the establishment of Mobira Oy. Mobira
began developing mobile phones for the NMT (Nordic Mobile Telephony) network standard, the
first-generation, first fully-automatic cellular phone system that went online in 1981.[47] In 1982,
Mobira introduced its first car phone, the Mobira Senator for NMT-450 networks.[47]
Nokia bought Salora Oy in 1984 and now owning 100% of the company, changed the company's
telecommunications branch name to Nokia-Mobira Oy. The Mobira Talkman, launched in 1984,
was one of the world's first transportable phones. In 1987, Nokia introduced one of the world's
first handheld phones, the Mobira Cityman 900 for NMT-900 networks (which, compared to
NMT-450, offered a better signal, yet a shorter roam). While the Mobira Senator of 1982 had
weighed 9.8 kg (22 lb) and the Talkman just under 5 kg (11 lb), the Mobira Cityman weighed
only 800 g (28 oz) with the battery and had a price tag of 24,000 Finnish marks (approximately
€4,560).[45] Despite the high price, the first phones were almost snatched from the sales
assistants’ hands. Initially, the mobile phone was a "yuppie" product and a status symbol.[26]
Nokia's mobile phones got a big publicity boost in 1987, when Soviet leader Mikhail Gorbachev
was pictured using a Mobira Cityman to make a call from Helsinki to his communications
minister in Moscow. This led to the phone's nickname of the "Gorba".[45]
In 1988, Jorma Nieminen, resigning from the post of CEO of the mobile phone unit, along with
two other employees from the unit, started a notable mobile phone company of their own,
Benefon Oy (since renamed to GeoSentric).[48] One year later, Nokia-Mobira Oy became Nokia
Mobile Phones.
Nokia was one of the key developers of GSM (Global System for Mobile Communications),[49]
the second-generation mobile technology which could carry data as well as voice traffic. NMT
(Nordic Mobile Telephony), the world's first mobile telephony standard that enabled
international roaming, provided valuable experience for Nokia for its close participation in
developing GSM, which was adopted in 1987 as the new European standard for digital mobile
technology.[50][51]
Nokia delivered its first GSM network to the Finnish operator Radiolinja in 1989.[52] The world's
first commercial GSM call was made on July 1, 1991 in Helsinki, Finland over a Nokia-supplied
network, by then Prime Minister of Finland Harri Holkeri, using a prototype Nokia GSM phone.
[52]
In 1992, the first GSM phone, the Nokia 1011, was launched.[52][53] The model number refers
to its launch date, 10 November.[53] The Nokia 1011 did not yet employ Nokia's characteristic
ringtone, the Nokia tune. It was introduced as a ringtone in 1994 with the Nokia 2100 series.[54]
GSM's high-quality voice calls, easy international roaming and support for new services like text
messaging (SMS) laid the foundations for a worldwide boom in mobile phone use.[52] GSM came
to dominate the world of mobile telephony in the 1990s, in mid-2008 accounting for about three
billion mobile telephone subscribers in the world, with more than 700 mobile operators across
218 countries and territories. New connections are added at the rate of 15 per second, or 1.3
million per day.[55]
In the 1980s, Nokia's computer division Nokia Data produced a series of personal computers
called MikroMikko.[56] MikroMikko was Nokia Data's attempt to enter the business computer
market. The first model in the line, MikroMikko 1, was released on September 29, 1981,[57]
around the same time as the first IBM PC. However, the personal computer division was sold to
the British ICL (International Computers Limited) in 1991, which later became part of Fujitsu.[58]
MikroMikko remained a trademark of ICL and later Fujitsu. Internationally the MikroMikko line
was marketed by Fujitsu as the ErgoPro.
Fujitsu later transferred its personal computer operations to Fujitsu Siemens Computers, which
shut down its only factory in Espoo, Finland (in the Kilo district, where computers had been
produced since the 1960s) at the end of March 2000,[59][60] thus ending large-scale PC
manufacturing in the country. Nokia was also known for producing very high quality CRT and
early TFT LCD displays for PC and larger systems application. The Nokia Display Products'
branded business was sold to ViewSonic in 2000.[61] In addition to personal computers and
displays, Nokia used to manufacture DSL modems and digital set-top boxes.
Nokia re-entered the PC market in August 2009 with the introduction of the Nokia Booklet 3G
mini laptop.[62]
In the 1980s, during the era of its CEO Kari Kairamo, Nokia expanded into new fields, mostly by
acquisitions. In the late 1980s and early 1990s, the corporation ran into serious financial
problems, a major reason being its heavy losses by the television manufacturing division and
businesses that were just too diverse.[63] These problems, and a suspected total burnout, probably
contributed to Kairamo taking his own life in 1988. After Kairamo's death, Simo Vuorilehto
became Nokia's Chairman and CEO. In 1990–1993, Finland underwent severe economic
depression,[64] which also struck Nokia. Under Vuorilehto's management, Nokia was severely
overhauled. The company responded by streamlining its telecommunications divisions, and by
divesting itself of the television and PC divisions.[65]
Probably the most important strategic change in Nokia's history was made in 1992, however,
when the new CEO Jorma Ollila made a crucial strategic decision to concentrate solely on
telecommunications.[38] Thus, during the rest of the 1990s, the rubber, cable and consumer
electronics divisions were gradually sold as Nokia continued to divest itself of all of its non-
telecommunications businesses.[38]
As late as 1991, more than a quarter of Nokia's turnover still came from sales in Finland.
However, after the strategic change of 1992, Nokia saw a huge increase in sales to North
America, South America and Asia.[66] The exploding worldwide popularity of mobile telephones,
beyond even Nokia's most optimistic predictions, caused a logistics crisis in the mid-1990s.[67]
This prompted Nokia to overhaul its entire logistics operation.[68] By 1998, Nokia’s focus on
telecommunications and its early investment in GSM technologies had made the company the
world's largest mobile phone manufacturer.[66] Between 1996 and 2001, Nokia’s turnover
increased almost fivefold from 6.5 billion euros to 31 billion euros.[66] Logistics continues to be
one of Nokia's major advantages over its rivals, along with greater economies of scale.[69][70]
This section has multiple issues. Please help improve it or discuss these issues on the talk page.
It may be slanted towards recent events. Please edit this page to keep recent events in
historical perspective. Tagged since May 2008.
It may contain an inappropriate mixture of prose and timeline. Tagged since March 2008.
In May 2007, Nokia announced that its Nokia 1100 handset, launched in 2003,[44] with over 200
million units shipped, was the best-selling mobile phone of all time and the world's top-selling
consumer electronics product.[71]
In November 2007, Nokia announced and released the Nokia N82, its first Nseries phone with
Xenon flash.
At the Nokia World conference in December 2007, Nokia announced their "Comes With Music"
program: Nokia device buyers are to receive a year of complimentary access to music
downloads.[72] The service became commercially available in the second half of 2008.
Nokia Productions was the first ever mobile filmmaking project directed by Spike Lee. Work
began in April 2008, and the film premiered in October 2008.[73]
In 2008, Nokia released the Nokia E71 which was marketed to directly compete with the other
BlackBerry devices offering a full keyboard and cheaper prices.
Nokia announced in August 2009 that they will be selling a high-end Windows-based mini
laptop called the Nokia Booklet 3G.[62]
On September 2, 2009, Nokia launched two new music and social networking phones, the X6
and X3.[74] The Nokia X6 features 32GB of on-board memory with a 3.2" finger touch interface
and comes with a music playback time of 35 hours. The Nokia X3 is a first series 40 Ovi Store-
enabled device. The X3 is a music device that comes with stereo speakers, built-in FM radio, and
a 3.2 megapixel camera.
On September 10, 2009, Nokia unveiled a new handset 7705 Twist, a phone with a sports square
shape that swivels open to reveal a full QWERTY keypad.[75] The new mobile, which will be
available exclusively through Verizon Wireless, features a 3 megapixel camera, web browsing,
voice commands and weighs around 3.44 ounces.
In March 2007, Nokia signed a memorandum with Cluj County Council, Romania to open a new
plant near the city in Jucu commune.[13][77][78] Moving the production from the Bochum, Germany
factory to a low wage country created an uproar in Germany.[79][80]
[edit] Reorganizations
In April 2003, the troubles of the networks equipment division caused the corporation to resort to
similar streamlining practices on that side, including layoffs and organizational restructuring.[81]
This diminished Nokia's public image in Finland,[82][83] and produced a number of court cases and
an episode of a documentary television show critical of Nokia.[84]
In June 2006, Jorma Ollila left his position as CEO to become the chairman of Royal Dutch
Shell[88] and to give way for Olli-Pekka Kallasvuo.[89][90]
In May 2008, Nokia announced on their annual stockholder meeting that they want to shift to the
Internet business as a whole. Nokia no longer wants to be seen as the telephone company.
Google, Apple and Microsoft are not seen as natural competition for their new image but they
are considered as major important players to deal with.[91]
In November 2008, Nokia announced it was ceasing mobile phone distribution in Japan.[92]
Following early December, distribution of Nokia E71 is cancelled, both from NTT docomo and
SoftBank Mobile. Nokia Japan retains global research & development programs, sourcing
business, and an MVNO venture of Vertu luxury phones, using docomo's telecommunications
network.
[edit] Acquisitions
On September 22, 2003, Nokia acquired Sega.com, a branch of Sega which became the major
basis to develop the Nokia N-Gage device.[93]
On November 16, 2005, Nokia and Intellisync Corporation, a provider of data and PIM
synchronization software, signed a definitive agreement for Nokia to acquire Intellisync.[94]
Nokia completed the acquisition on February 10, 2006.[95]
On June 19, 2006, Nokia and Siemens AG announced the companies would merge their mobile
and fixed-line phone network equipment businesses to create one of the world's largest network
firms, Nokia Siemens Networks.[96] Each company has a 50% stake in the infrastructure
company, and it is headquartered in Espoo, Finland. The companies predicted annual sales of
€16 bn and cost savings of €1.5 bn a year by 2010. About 20,000 Nokia employees were
transferred to this new company.
On August 8, 2006, Nokia and Loudeye Corp. announced that they had signed an agreement for
Nokia to acquire online music distributor Loudeye Corporation for approximately US $60
million.[97] The company has been developing this into an online music service in the hope of
using it to generate handset sales. The service, launched on August 29, 2007, is aimed to rival
iTunes. Nokia completed the acquisition on October 16, 2006.[98]
In July 2007, Nokia acquired all assets of Twango, the comprehensive media sharing solution for
organizing and sharing photos, videos and other personal media.[99][100]
In September 2007, Nokia announced its intention to acquire Enpocket, a supplier of mobile
advertising technology and services.[101]
In October 2007, pending shareholder and regulatory approval, Nokia bought Navteq, a U.S.-
based supplier of digital mapping data, for a price of $8.1 billion.[6][102] Nokia finalized the
acquisition on July 10, 2008.[103]
On July 24, 2009, Nokia announced that it will acquire certain assets of cellity, a privately
owned mobile software company which employs 14 people in Hamburg, Germany.[105] The
acquisition of cellity was completed on August 5, 2009.[106]
On September 11, 2009, Nokia announced the acquisition of "certain assets of Plum Ventures,
Inc, a privately held company which employed approximately 10 people with main offices in
Boston, Massachusetts. Plum will complement Nokia’s Social Location services".[107]
On March 28, 2010, Nokia announced the acquisition of Novarra, the mobile web browser firm
from Chicago. Terms of the deal were not disclosed.Novarra is a privately-held company based
in Chicago, IL and provider of a mobile browser and service platform and has more than 100
employees.[108]
On April 10, 2010, Nokia announced its acquisition of MetaCarta, whose technology was
planned to be used in the area of local search, particularly involving location and other services.
Financial details of acquisition were not disclosed. [109]
[edit] Divisions
Since July 1, 2010, Nokia comprises three business groups: Mobile Solutions, Mobile Phones
and Markets.[110] The three units receive operational support from the Corporate Development
Office, led by Kai Öistämö, which is also responsible for exploring corporate strategic and future
growth opportunities.[110]
On April 1, 2007, Nokia’s Networks business group was combined with Siemens’ carrier-related
operations for fixed and mobile networks to form Nokia Siemens Networks, jointly owned by
Nokia and Siemens and consolidated by Nokia.[111]
Mobile Solutions is responsible for Nokia's portfolio of smartphones and mobile computers,
including the more expensive multimedia and enterprise-class devices. The team is also
responsible for a suite of internet services under the Ovi brand, with a strong focus on maps and
navigation, music, messaging and media.[110] This unit is led by Anssi Vanjoki, along with Tero
Ojanperä (for Services) and Alberto Torres (for MeeGo Computers).[110]
Mobile Phones is responsible for Nokia's portfolio of affordable mobile phones, as well as a
range of services that people can access with them, headed by Mary T. McDowell.[110] This unit
provides the general public with mobile voice and data products across a range of devices,
including high-volume, consumer oriented mobile phones. The devices are based on
GSM/EDGE, 3G/W-CDMA and CDMA cellular technologies.
In the first quarter of 2006 Nokia sold over 15 million MP3 capable mobile phones, which means
that Nokia is not only the world's leading supplier of mobile phones and digital cameras (as most
of Nokia's mobile telephones feature digital cameras, it is also believed that Nokia has recently
overtaken Kodak in camera production making it the largest in the world), Nokia is now also the
leading supplier of digital audio players (MP3 players), outpacing sales of devices such as the
iPod from Apple. At the end of the year 2007, Nokia managed to sell almost 440 million mobile
phones which accounted for 40% of all global mobile phones sales.[112]
[edit] Markets
Markets is responsible for Nokia's supply chains, sales channels, brand and marketing functions
of the company, and is responsible for delivering mobile solutions and mobile phones to the
market. The unit is headed by Niklas Savander.[110]
[edit] Subsidiaries
The Nokia 5800 XpressMusic, a touchscreen smartphone and portable entertainment device which
emphasizes music and multimedia playback.
Nokia has several subsidiaries, of which the two most significant as of 2009 are Nokia Siemens
Networks and Navteq.[110] Other notable subsidiaries include, but are not limited to Vertu, a
British-based manufacturer and retailer of luxury mobile phones; Qt Software, a Norwegian-
based software company, and OZ Communications, a consumer e-mail and instant messaging
provider.
Until 2008 Nokia was the major shareholder in Symbian Limited, a software development and
licensing company that produced Symbian OS, a smartphone operating system used by Nokia
and other manufacturers. In 2008 Nokia acquired Symbian Ltd and, along with a number of other
companies, created the Symbian Foundation to distribute the Symbian platform royalty free and
as open source.
Nokia Siemens Networks (previously Nokia Networks) provides wireless and fixed network
infrastructure, communications and networks service platforms, as well as professional services
to operators and service providers.[110] Nokia Siemens Networks focuses in GSM, EDGE, 3G/W-
CDMA and WiMAX radio access networks; core networks with increasing IP and multiaccess
capabilities; and services.
On June 19, 2006 Nokia and Siemens AG announced the companies are to merge their mobile
and fixed-line phone network equipment businesses to create one of the world's largest network
firms, called Nokia Siemens Networks.[96] The Nokia Siemens Networks brand identity was
subsequently launched at the 3GSM World Congress in Barcelona in February 2007.[113][114]
As of March 2009, Nokia Siemens Networks serves more than 600 operator customers in more
than 150 countries, with over 1.5 billion people connected through its networks.[115]
[edit] Navteq
Navteq is a Chicago, Illinois-based provider of digital map data and location-based content and
services for automotive navigation systems, mobile navigation devices, Internet-based mapping
applications, and government and business solutions.[110] Navteq was acquired by Nokia on
October 1, 2007.[6] Navteq’s map data is part of the Nokia Maps online service where users can
download maps, use voice-guided navigation and other context-aware web services.[110] Nokia
Maps is part of the Ovi brand of Nokia's Internet based online services.
The control and management of Nokia is divided among the shareholders at a general meeting
and the Group Executive Board (left),[116] under the direction of the Board of Directors (right).[117]
The Chairman and the rest of the Group Executive Board members are appointed by the Board of
Directors. Only the Chairman of the Group Executive Board can belong to both, the Board of
Directors and the Group Executive Board. The Board of Directors' committees consist of the
Audit Committee,[118] the Personnel Committee[119] and the Corporate Governance and
Nomination Committee.[120][121]
The operations of the company are managed within the framework set by the Finnish Companies
Act,[122] Nokia's Articles of Association[123] and Corporate Governance Guidelines,[124] and related
Board of Directors adopted charters.
[edit] Logos
Past
Present
[edit] Stock
Nokia, a public limited liability company, is the oldest company listed under the same name on
the Helsinki Stock Exchange (since 1915).[26] Nokia’s shares are also listed on the Frankfurt
Stock Exchange (since 1988) and New York Stock Exchange (since 1994).[11][26]
Nokia's official corporate culture manifesto, The Nokia Way, emphasises the speed and
flexibility of decision-making in a flat, networked organization, although the corporation's size
necessarily imposes a certain amount of bureaucracy.[131]
The official business language of Nokia is English. All documentation is written in English, and
is used in official intra-company spoken communication and e-mail.
Until May 2007, the Nokia Values were Customer Satisfaction, Respect, Achievement, and
Renewal. In May 2007, Nokia redefined its values after initiating a series of discussions
worldwide as to what the new values of the company should be. Based on the employee
suggestions, the new values were defined as: Engaging You, Achieving Together, Passion for
Innovation and Very Human.[131]
[edit] Ovi
Ovi, announced on August 29, 2007, is the name for Nokia's "umbrella concept" Internet
services.[136] Centered on Ovi.com, it is marketed as a "personal dashboard" where users can
share photos with friends, download music, maps and games directly to their phones and access
third-party services like Yahoo's Flickr photo site. It has some significance in that Nokia is
moving deeper into the world of Internet services, where head-on competition with Microsoft,
Google and Apple is inevitable.[137]
The services offered through Ovi include the Ovi Store (Nokia's application store), the Nokia
Music Store, Nokia Maps, Ovi Mail, the N-Gage mobile gaming platform available for several
S60 smartphones, Ovi Share, Ovi Files, and Contacts and Calendar.[138] The Ovi Store, the Ovi
application store was launched in May 2009.[139] Prior to opening the Ovi Store, Nokia integrated
its software Download! store, the stripped-down MOSH repository and the widget service
WidSets into it.[140]
On March 23, 2010, Nokia announced launch of its online magazine called the Nokia Ovi. The
44-page magazine contains articles on products by Nokia, what Ovi stands for , tips and tricks on
the usage of Nokia mini laptop Booklet 3G, latest reviews of mobile applications, news about the
mobile maker's services and apps such as Ovi maps, files and mail. Users can download the
magazine as a PDF or view it online from the Nokia website.[141]
[edit] My Nokia
Nokia offers a free personalised service to its subscribers called My Nokia (located at
my.nokia.com).[142] Registered My Nokia users can avail free services as follows:
Tips & tricks alerts through web, e-mail and also mobile text message.
My Nokia Backup: A free online backup service for mobile contacts, calendar logs and also
various other files. This service needs GPRS connection.
Numerous ringtones, wallpapers, screensavers, games and other things can be downloaded free
of cost.
On December 4, 2007, Nokia unveiled their plans for the "Nokia Comes With Music" initiative,
a program that would partner with Universal Music Group International, Sony BMG, Warner
Music Group, and EMI as well as hundreds of Independent labels and music aggregators to
bundle 12, 18, or 24 months worth of unlimited free music downloads with the purchase of a
Nokia Comes With Music edition phone. Following the termination of the year of free
downloads, tracks can be kept without having to renew the subscription. Downloads are both PC
and mobile-based.[72]
On August 13, 2008, Nokia launched a beta release of "Nokia Email service", a new push e-mail
service, since graduated as part of Nokia Messaging.[143]
Nokia Messaging operates as a centralised, hosted service that acts as a proxy between the Nokia
Messaging client and the user's e-mail server. It does not allow for a direct connection between
the phone and the e-mail server, and is therefore required to send e-mail credentials to Nokia's
servers.[144] IMAP is used as the protocol to transfer emails between the client and the server.
[edit] Controversy
[edit] NSN's provision of intercept capability to Iran
In 2008, Nokia Siemens Networks, a joint venture between Nokia and Siemens AG, reportedly
provided Iran's monopoly telecom company with technology that allowed it to intercept the
Internet communications of its citizens to an unprecedented degree.[145] The technology
reportedly allowed it to use deep packet inspection to read and even change the content of
everything from "e-mails and Internet phone calls to images and messages on social-networking
sites such as Facebook and Twitter". The technology "enables authorities to not only block
communication but to monitor it to gather information about individuals, as well as alter it for
disinformation purposes," expert insiders told The Wall Street Journal. During the post-election
protests in Iran in June 2009, Iran's Internet access was reported to have slowed to less than a
tenth of its normal speeds, and experts suspected this was due to the use of the interception
technology.[146]
The joint venture company, Nokia Siemens Networks, asserted in a press release that it provided
Iran only with a 'lawful intercept capability' "solely for monitoring of local voice calls". "Nokia
Siemens Networks has not provided any deep packet inspection, web censorship or Internet
filtering capability to Iran," it said.[147]
In July 2009, Nokia began to experience a boycott of their products and services in Iran. The
boycott was led by consumers sympathetic to the post-election protest movement and targeted at
those companies deemed to be collaborating with the Islamic regime. Demand for handsets fell
and users began shunning SMS messaging.[148]
In 2009, Nokia heavily supported the passing of a law in Finland that allows companies to
monitor their employees’ electronic communications in cases of suspected information leaking.
[149]
Contrary to rumors, Nokia denied that the company would have considered moving its head
office out of Finland if laws on electronic surveillance were not changed.[150] The law was
enacted, but with strict requirements for implementation of its provisions. As of 2010, the law
has become a dead letter; no corporation has implemented it. The Finnish media dubbed the
name Lex Nokia for this law, named after the Finnish copyright law (the so-called Lex Karpela) a
few years back.
In October 2009, Nokia filed a lawsuit against Apple Inc. in the U.S. District Court of Delaware
citing Apple infringed on 10 of its patents related to wireless communication including data
transfer.[151] Apple was quick to respond with a countersuit filed in December 2009 accusing
Nokia of 11 patent infringements. Apple’s General Counsel, Bruce Sewell went a step further by
stating, "Other companies must compete with us by inventing their own technologies, not just by
stealing ours." This resulted in an ugly spat between the two telecom majors with Nokia filing
another suit, this time with the U.S. International Trade Commission (ITC), alleging Apple of
infringing its patents in "virtually all of its mobile phones, portable music players, and
computers."[152] Nokia went on to ask the court to bar all U.S. imports of the Apple products
including the iPhone, Mac and the iPod. Apple countersued by filing a complaint with the ITC in
January 2010, the details of which are yet to be confirmed.[151]
All of Nokia’s mobile phones are free of toxic polyvinyl chloride (PVC) since the end of 2005
and free of brominated flame retardants (BFRs) since 2010. [154]
Nokia’s voluntary take-back programme to recycle old mobile phones spans 84 countries with
almost 5,000 collection points. [155] However, the recycling rate of Nokia phones was only 3–5%
in 2008, according to a global consumer survey released by Nokia.[156] The majority of old
mobile phones are simply lying in drawers at home and very few old devices, about 4%, are
being thrown into landfill and not recycled.[156]
All of Nokia’s new models of chargers meet or exceed the Energy Star requirements. [157] Nokia
aims to reduce its carbon dioxide emissions by at least 18 percent in 2010 from a baseline year of
2006 and cover 50 percent of its energy needs through renewable energy sources. [158]
Greenpeace is challenging the company to use its influence at the political level as number 85 on
the Fortune 500 to advocate for climate legislation and call for global greenhouse gas emissions
to peak by 2015. [159]
Nokia is researching the use of recycled plastics in its products, which are currently used only in
packaging but not yet in mobile phones.[160]
Since 2001, Nokia has provided eco declarations of all its products and since May 2010 provides
Eco profiles for all its new products.[161] In an effort to further reduce their environmental impact
in the future, Nokia released a new phone concept, Remade, in February 2008.[162] The phone has
been constructed of solely recyclable materials.[162] The outer part of the phone is made from
recycled materials such as aluminium cans, plastic bottles, and used car tires.[163] The screen is
constructed of recycled glass, and the hinges have been created from rubber tires. The interior of
the phone is entirely constructed with refurbished phone parts, and there is a feature that
encourages energy saving habits by reducing the backlight to the ideal level, which then allows
the battery to last longer without frequent charges.