Nokia 2011 Annual Report Download - page 154

6B. Compensation
The following section reports the remuneration of the Board of Directors and of the seven named
executive officers and describes our compensation policies and actual compensation for the Nokia
Leadership Team as well as our use of equity-based 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, as resolved at the respective Annual General Meetings in
2011, 2010 and 2009.
Position 2011 (EUR) 2010 (EUR) 2009 (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) 1 700 000(1)(2) 1 840 000(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. The amount of fees paid to the
Board and Committee members for the services rendered remained the same. The President and
CEO Stephen Elop did not receive remuneration for his service as a member of the Board in 2011.
(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 and no fees are paid for
meeting attendance. Approximately 40% of director compensation is paid in the form of Nokia shares
that are 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 President and CEO did not receive compensation for his duties as a member of the Board of
Directors in 2011. The total compensation of the President and CEO is described below in
“—Executive Compensation—Actual Executive Compensation for 2011—Summary Compensation
Table 2011”.
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 for 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 Nokia has
an efficient Board of international professionals representing a diverse mix of skills and experience. A
competitive Board remuneration contributes to the achievement of this target.
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