Nokia 2010 Annual Report Download - page 134

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
2010, 2009 and 2008.
Position 2010 (EUR) 2009 (EUR) 2008 (EUR)
Chairman ........................................ 440000 440000 440000
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. . .......................................... 1700000
(1)(2)
1 840 000
(1)(2)
1 710 000
(1)(2)
(1)
The changes in the aggregate amount of Board pay from year to year are due to changes in the
number of Board members and changes in committee composition, while the amount of fees paid
for the services rendered remained the same.
(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; no fees are paid for
meeting attendance. In addition, approximately 40% of director compensation is paid in the form of
Nokia shares that is 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 former President and CEO received variable compensation for his executive duties, but not for his
duties as a member of the Board of Directors. The total compensation of the former President and
CEO is described below in “—Executive Compensation—Actual Executive Compensation for 2010—
Summary Compensation Table 2010”.
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 to 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 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.
Remuneration of the Board of Directors in 2010
For the year ended December 31, 2010, 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 was
EUR 1 700 000.
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