Nokia 2009 Annual Report Download - page 123

Executive Vice President and General Manager of Mobile
Phones 20052007. Senior Vice President, Business Line
Management, Mobile Phones 20042005, Senior Vice
President, Mobile Phones Business Unit, Nokia Mobile Phones
20022003, Vice President, TDMA/GSM 1900 Product Line,
Nokia Mobile Phones 19992002, Vice President, TDMA Product
Line 19971999 Various technical and managerial positions in
Nokia Consumer Electronics and Nokia Mobile Phones
19911997.
Member of Board of Directors of Nokian Tyres plc.
6B. Compensation
The following section reports the remuneration to the Board of Directors and to the six named
executive officers and describes our compensation policies and actual compensation for the Group
Executive Board and other executive officers as well as our use of equity incentives.
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, including the remuneration paid to the President and CEO in
his capacity as a member of the Board of Directors only, as resolved at the respective Annual General
Meetings in 2009, 2008 and 2007.
Position 2009 (EUR)
(1)
2008 (EUR) 2007 (EUR)
Chairman .......................................... 440000 440000 375000
Vice Chairman ...................................... 150000 150000 150000
Member ........................................... 130000 130000 130000
Chairman of Audit Committee .......................... 25000 25000 25000
Member of Audit Committee ........................... 10000 10000 10000
Chairman of Personnel Committee ...................... 25000 25000 25000
Total ............................................. 1 840 000 1 710 000 1 775 000
(1)
The increase in the total amount results from the Board of Directors having one more member in
2009 compared to 2008 while the fees paid based on the position remained the same.
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 the Nokia’s policy that the Board members
shall 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, 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 is described below in “—Executive Compensation—Actual
Executive Compensation for 2009—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 the company 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.
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