Nokia 2009 Annual Report Download - page 125

(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.
Proposal of the Corporate Governance and Nomination Committee for remuneration to the
Board of Directors in 2010
On January 28, 2010, the Corporate Governance and Nomination Committee of the Board announced
that it will propose to the Annual General Meeting to be held on May 6, 2010 that the annual fee
payable to the Board members elected at the same meeting for a term until the close of the Annual
General Meeting in 2011, be unchanged from 2008 and 2009 and be as follows: EUR 440 000 for the
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member; for the Chairman of
the Audit Committee and the Chairman of the Personnel Committee an additional annual fee of
EUR 25 000; and for each member of the Audit Committee an additional annual fee of EUR 10 000.
Further, the Corporate Governance and Nomination Committee proposes that, as in the past,
approximately 40% of the remuneration be paid in Nokia shares purchased from the market, which
shares shall be retained until the end of the board membership in line with the Nokia policy (except
for those shares needed to offset any costs relating to the acquisition of the shares, including taxes).
Executive Compensation
Executive Compensation Philosophy, Programs and Decisionmaking Process
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.
Our compensation program for executive officers includes:
• competitive base pay rates; and
• short and longterm incentives that are intended to result in a competitive total compensation
package.
The objectives of our executive compensation programs are to:
• attract and retain outstanding executive talent;
• deliver a significant amount of performancerelated variable compensation for the achievement
of both short and longterm stretch goals;
• appropriately balance rewards between both Nokia’s and an individual’s performance; and
• align the interests of the executive officers with those of the shareholders through longterm
incentives in the form of equitybased awards.
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
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