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6.B Compensation
Compensation of the Members of the Board of Directors and the Group Executive Board
Board of Directors
For the year ended December 31, 2004, the aggregate compensation of the seven non-executive
members of the Board of Directors was approximately EUR 775 000. Non-executive members of the
Board of Directors do not receive stock options, bonuses or other variable compensation. The
remuneration for members of our Board of Directors for each term expiring at the close of the
next Annual General Meeting is resolved annually by our Annual General Meeting, after being
proposed by the Corporate Governance and Nomination Committee of our Board.
The following table depicts the total annual remuneration paid to the members of our Board of
Directors, as resolved by the Annual General Meetings in the respective years. Since the fiscal
period 1999, approximately 60% of each Board member’s annual retainer has been paid in cash,
with the balance in Nokia Corporation shares acquired from the market.
Chairman Vice Chairman Other Members
Gross Annual Gross Annual Gross Annual
Retainer Retainer Retainer
(EUR Shares (EUR Shares (EUR Shares
Year thousands) Received(1) thousands) Received(1) thousands) Received(1)
2002 .............. 130 2 650 100 2 038 75 1 529
2003 .............. 150 4 032 150 4 032 100 2 688
2004 .............. 150 4 834 150
(2) 4 834(2) 100(3) 3 223(3)
(1) As part of the Gross Annual Retainer for that year.
(2) Includes a retainer of EUR 125 000 for Mr. Paul Collins’s services as Vice Chairman of the
Board and EUR 25 000 for services as Chairman of the Personnel Committee. Of the shares
received by Mr. Collins in 2004, 4 028 shares were for services as Vice Chairman of the Board
and 806 shares for services as Chairman of the Personnel Committee.
(3) The 2004 retainer of Mr. Per Karlsson amounted to a total of EUR 125 000, consisting of a
retainer of EUR 100 000 for services as Member of the Board and EUR 25 000 for services as
Chairman of the Audit Committee. The shares received by Mr. Karlsson amounted to a total of
4 029 shares, consisting of 3 223 shares for services as a Member of the Board and 806 shares
for services as Chairman of the Audit Committee.
Report of the Personnel Committee of the Board
The Personnel Committee of the Board of Directors has provided the following report on executive
compensation paid or awarded to executive officers for 2004:
Role and Composition of the Committee
The Personnel Committee of the Board of Directors has overall responsibility for evaluating and
deciding on compensation for the company’s top executives. The Committee approves incentive
compensation plans, policies and programs that affect executives and other significant incentive plans.
The Committee also reviews executive development plans, management succession plans, diversity
programs and the annual employee opinion survey.
The Committee recommends to the Board of Directors items regarding the compensation of the CEO
and the President, and all equity-based plans.
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