Nokia 2012 Annual Report Download - page 144

did not receive compensation for his service as a member of the Board of Directors in 2012. The total
compensation of the President and CEO is described below in “—Executive Compensation—Actual
Executive Compensation for 2012—Summary Compensation Table 2012”.
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 total remuneration levels and their criteria paid in other global companies with net
sales and complexity of business 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.
Remuneration of the Board of Directors in 2012
For the year ended December 31, 2012, 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.
The following table sets forth the total annual remuneration paid to the members of the Board of
Directors in 2012, as resolved by the shareholders at the Annual General Meeting on May 3, 2012. For
information with respect to the Nokia shares and equity awards held by the members of the Board of
Directors, please see Item 6E. “Share Ownership.”
Year
Fees
Earned or
Paid in
Cash
(EUR)(1)
Total
(EUR)
Risto Siilasmaa, Chairman as of May 3, 2012(2) .................... 2012 440 000 440 000
Jorma Ollila, Chairman until May 3, 2012(3) ....................... 2012 — —
Marjorie Scardino, Vice Chairman(4) ............................. 2012 150 000 150 000
Bruce Brown ................................................ 2012 130 000 130 000
Stephen Elop(5) .............................................. 2012 — —
Bengt Holmström(3) ........................................... 2012 — —
Henning Kagermann(6) ........................................ 2012 155 000 155 000
Per Karlsson(3) ............................................... 2012 — —
Jouko Karvinen(7) ............................................ 2012 155 000 155 000
Helge Lund ................................................. 2012 130 000 130 000
Isabel Marey-Semper(8) ....................................... 2012 140 000 140 000
Mårten Mickos ............................................... 2012 130 000 130 000
Elizabeth Nelson(9) ........................................... 2012 140 000 140 000
Kari Stadigh ................................................. 2012 130 000 130 000
Total ....................................................... 1700000 1700000
(1) Approximately 40% of each Board member’s annual remuneration is paid in Nokia shares
purchased from the market and the remaining approximately 60% is paid in cash. The 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 other
compensation for their duties as Board members.
(2) Represents the fee paid to Risto Siilasmaa for service as the Chairman of the Board.
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