COMPENSATION OF THE BOARD OF DIRECTORS A ND THE NOKIA LEADERSHIP TEAM BOARD OF DIRECTORS
The following table sets forth the annual remuneration of the members of the Board of Directors for service on the Board and its committees, as resolved at the respective Annual General Meetings in 2012, 2011 and 2010. Position, EUR Chairman Vice Chairman Member Chairman of Audit Committee Member of Audit Committee Chairman of Personnel Committee Total 2012 440 000 150 000 130 000 25 000 10 000 25 000 1 700 0001 2011 440 000 150 000 130 000 25 000 10 000 25 000 1 700 0001 2010 440 000 150 000 130 000 25 000 10 000 25 000 1 700 0001,2
1 The amount of fees paid to the Board and Committee members for the services rendered remained the same. The President and CEO Stephen Elop did not receive remuneration for his service as a member of the Board in 2011 and 2012. 2 The aggregate amount of Board pay also includes the remuneration paid to the former President and CEO in his capacity as a member of the Board of Directors, but in that capacity only.
It is Nokia’s policy that director remuneration consists of an annual fee only and no fees are paid for meeting attendance. Approximately 40% of director compensation is paid in the form of Nokia shares that are purchased from the market. It is also Nokia’s policy that the Board members retain all Nokia shares received as director compensation until the end of their board membership (except for those shares needed to offset any costs relating to the acquisition of the shares, including taxes). In addition, it is Nokia’s policy that non-executive members of the Board do not participate in any of Nokia’s equity programs and do not receive stock options, performance shares, restricted shares or any other equity-based or otherwise variable compensation for their duties as Board members. The President and CEO did not receive compensation for his duties as a member of the Board of Directors in 2011 and 2012. The total compensation of the President and CEO for the year 2011 is described below in “Summary Compensation Table 2011” on page 11. The remuneration of the Board of Directors is set annually by our Annual General Meeting by a resolution of a simple majority of the shareholders’ votes represented at the meeting, upon the proposal of the Corporate Governance and Nomination Committee of the Board of Directors. The remuneration is set for the period as from the respective Annual General Meeting until the close of the next Annual General Meeting.
When preparing the proposal for the Board remuneration for the shareholders’ approval in the Annual General Meeting, it is the policy of the Corporate Governance and Nomination Committee 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 international professionals representing a diverse mix of skills and experience. A competitive Board remuneration contributes to the achievement of this target. Remuneration of the Board of Directors in 2012 For the year 2012, the aggregate amount of remuneration paid to the members of the Board of Directors for their services as members of the Board and its committees is EUR 1 700 000. The following table sets forth the total annual remuneration paid to the members of the Board of Directors in 2012, as resolved by the shareholders at the Annual General Meeting on May 3, 2012. For information with respect to the Nokia shares held by the members of the Board of Directors, please see “Share Ownership of the Board of Directors” on page 19.
Fees earned or paid in cash
Non-Equity incentive plan compensation
Change in pension value and nonqualified deferred compensation earnings EUR2
All other compensation