Nokia 2012 Annual Report Download - page 145

(3) Jorma Ollila, Bengt Holmström and Per Karlsson served on the Board until the close of the Annual
General Meeting in 2012. They were not paid any fees during fiscal year 2012, but received their
compensation for the term until the close of the Annual General Meeting in 2012 during fiscal year
2011. For their compensation in 2011 see Note 31 to our consolidated financial statements
included in Item 18 of this annual report.
(4) Represents the fee paid to Marjorie Scardino for service as Vice Chairman of the Board.
(5) Stephen Elop did not receive remuneration for his service as a member of the Board. This table
does not include remuneration paid to Mr. Elop for his service as the President and CEO. For the
compensation paid for his service as the President and CEO, see “—Executive Compensation—
Actual Executive Compensation for 2012—Summary Compensation Table 2012” below.
(6) Represents the fees paid to Henning Kagermann, consisting of a fee of EUR 130 000 for service
as a member of the Board and EUR 25 000 for service as the Chairman of the Personnel
Committee.
(7) Represents the fees paid to Jouko Karvinen, consisting of a fee of EUR 130 000 for service as a
member of the Board and EUR 25 000 for service as the Chairman of the Audit Committee.
(8) Represents the fees paid to Isabel Marey-Semper, consisting of a fee of EUR 130 000 for service
as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(9) Represents the fees paid to Elizabeth Nelson, consisting of a fee of EUR 130 000 for service as a
member of the Board and EUR 10 000 for service as a member of the Audit Committee.
Proposal by the Corporate Governance and Nomination Committee for Remuneration to the
Board of Directors in 2013
On January 24, 2013, the Corporate Governance and Nomination Committee of the Board announced
its proposal to the Annual General Meeting convening on May 7, 2013 regarding the remuneration to
the Board of Directors in 2013. The Committee will propose 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
2014, remain at the same level as it has been for the past five years and be as follows: EUR 440 000
for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000 for each member (excluding
the President and CEO of Nokia if elected to the Nokia Board); 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.
The guiding principle of the Committee’s proposal is to align the interests of the directors with those of
the shareholders by remunerating directors primarily with Nokia shares that must be retained for the
duration of the Board membership. Therefore, the Committee will propose that, as in the past,
approximately 40 per cent of the remuneration be paid in Nokia shares purchased from the market,
which shares shall be retained until the end of a director’s 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). The rest of the remuneration would be payable in cash, most of which is typically used
to cover taxes arising out of the remuneration.
Executive Compensation
The sections below describe in more detail, our executive compensation philosophy, the design of our
programs and the factors that are considered during the decision-making process. One of the
underlying principles of our philosophy and our program design is that a significant portion of
executive’s compensation is at-risk pay tied to the performance of the company and aligned with the
value delivered to shareholders. Of the total compensation package for the President and CEO, 84% is
at-risk pay tied to performance. The amount of pay at risk for the other members of the Nokia
Leadership Team ranges from 71% to 80%. Our programs are designed so this portion of at-risk pay is
earned and delivered when results warrant. While significant strides have been made in the execution
of our strategy, the transition has taken longer than anticipated in terms of results relative to the
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