Nokia 2013 Annual Report Download - page 121

119
CORPORATE GOVERNANCE STATEMENT
COMPENSATION OF THE BOARD OF DIRECTORS
AND THE NOKIA GROUP LEADERSHIP TEAM
The following section explains our compensation policies and
details for both cash- and equity-based compensation as it re-
lates to the Board of Directors and the Nokia Leadership Team
which includes the six named executive offi cers.
As announced by Nokia on April , , the Nokia Leader-
ship Team is renamed as the Nokia Group Leadership Team ef-
fective as from May , . We generally use the term “Nokia
Leadership Team” when discussing the management and
compensations in  and, where applicable, use the name
“Nokia Group Leadership Team” in other connections. The
terms “Nokia Leadership Team” and “Nokia Group Leadership
Team” can be used interchangeably in this annual report.
BOARD OF DIRECTORS
The table below outlines the annual compensation of the
members of the Board of Directors for services on the Board
and its committees, as resolved at the respective Annual Gen-
eral Meetings in ,  and .
Position, EUR 2013 2012 2011
Chairman 440000 440000 440000
Vice Chairman 150 000 150 000 150 000
Member 130 000 130 000 130 000
Chairman of Audit
Committee 25 000 25 000 25 000
Member of Audit
Committee 10 000 10 000 10 000
Chairman of
Personnel Committee 25 000 25 000 25 000
Total 1570000 1, 2 1700000 1 1700000 1
 Stephen Elop stepped down from his position as President and CEO and
resigned from the Board of Directors effective September , . He did
not receive compensation for his service as a member of the Board.
 The changes in the aggregate Board compensation year on year are due
to changes in the number of Board members. The compensation paid for
services rendered remained the same.
It is Nokia’s policy that directors’ compensation consists
only of an annual fee and no additional fees are paid for meet-
ing attendance. Approximately % of the director compen-
sation is paid in the form of Nokia shares that are purchased
from the market. The remaining compensation is paid in cash,
which is typically used to cover taxes arising from the compen-
sation. The current policy is that the directors are expected to
retain all Nokia shares received as compensation until the end
of their Board membership (except for those shares needed to
off set any costs relating to the acquisition of the shares). Non-
executive directors do not participate in any of Nokia’s equity
programs or receive any other form of variable compensation
for their duties as Board members. Finally, the President and
CEO does not receive compensation for his services as a Board
member. The former President and CEO, Stephen Elop, who
stepped down from his position as President and CEO and
resigned from the Board of Directors eff ective September ,
, did not receive compensation for his services as a Board
member in ,  and . The total compensation of
the former President and CEO is described below in “Summary
compensation table ”.
The compensation of the Board of Directors is resolved an-
nually by our shareholders at our Annual General Meeting. It is
resolved by a majority vote of the shareholders represented at
the meeting, upon the proposal of the Corporate Governance
and Nomination Committee of the Board of Directors. The
compensation is set as of the date of the Annual General
Meeting until the close of the next Annual General Meeting.
When preparing the proposal for Board compensation
for shareholders’ approval at the Annual General Meeting, it
is the policy of the Corporate Governance and Nomination
Committee to review and compare total compensation levels
and their criteria paid at other global peer companies with net
sales and complexity of business comparable to that of Nokia.
The Corporate Governance and Nomination Committee’s aim
is to ensure that Nokia has an eff ective Board of international
professionals representing a diverse mix of skills and experi-
ence. A competitive Board compensation contributes to the
achievement of this target.
Compensation of the Board of Directors in 2013
For the year ended December , , the aggregate amount
of compensation paid to the members of the Board of Direc-
tors for their services as members of the Board and its com-
mittees was EUR   .
The following table outlines the total annual compensation
paid to the members of the Board of Directors in , as re-
solved by shareholders at the Annual General Meeting on May,
. For more details on Nokia shares held by the members
of the Board of Directors, please see “Share Ownership of the
Board of Directors”.
Compen-
sation
earnedor
paid in
cash Total
Year EUR 1 EUR
Risto Siilasmaa,
Chairman 2 2013 440000 440000
Jouko Karvinen,
Vice Chairman
as of May 7, 2013 3 2013 175000 175 000
Marjorie Scardino,
Vice Chairman
until May 7, 2013 4 2013 — —
Bruce Brown 2013 130000 130 000
Elizabeth Doherty 5 2013 140000 140 000
Stephen Elop,
Board member
until September 3, 2013 6 2013 — —
Henning Kagermann 7 2013 155 000 155 000
Helge Lund 2013 130 000 130 000
Isabel Marey-Semper,
Board member
until May 7, 2013 4 2013 — —
Mårten Mickos 2013 130000 130 000
Elizabeth Nelson 8 2013 140000 140 000
Kari Stadigh 2013 130 000 130 000
Total 1 570 000 1570 000