Nokia 2008 Annual Report Download - page 99

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 a member of the Board of Directors only, as resolved at the
respective Annual General Meetings in 2008, 2007 and 2006.
Position 2008 2007 2006
Chairman .......................................... 440000 375000 375000
Vice Chairman....................................... 150000 150000 137500
Member ........................................... 130000 130000 110000
Chairman of Audit Committee .......................... 25000 25000 25000
Member of Audit Committee ........................... 10000 10000 10000
Chairman of Personnel Committee ...................... 25000 25000 25000
Total.............................................. 1 710 000 1 775 000 1 472 500
Nonexecutive members of the Board of Directors do not receive stock options, performance shares,
restricted shares or other variable compensation for their duties as Board members. In addition, no
meeting fees are payable. However, it is Nokia policy that a significant portion of director
remuneration is paid in the form of Nokia shares, and in alignment therewith, approximately 40% of
the annual remuneration payable to the members of Board of Directors has been paid in Nokia shares
purchased from the market. The President and CEO receives variable compensation for his executive
duties, but not for his duties as a member of the Board of Directors. Total compensation of the
President and CEO is described below in “— Executive Compensation—Actual Executive Compensation
for 2008—Summary Compensation Table 2008”.
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 our achievement of this target.
The remuneration of the Board of Directors is resolved annually by our 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 2008
For the year ended December 31, 2008, 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 1 710 000.
The following table sets forth the total annual remuneration paid to the members of the Board of
Directors in 2008, as resolved by the shareholders at the Annual General Meeting on May 8, 2008. For
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