Nokia 2015 Annual Report Download - page 90

88 NOKIA IN 2015
Compensation
Board of Directors
The table below outlines the annual compensation payable to the
members of the Board for their services on the Board and its
committees, as resolved at the respective Annual General Meetings
in2015, 2014, and 2013.
EUR 2015 2014 2013
Chair 440 000 440 000 440 000
Vice Chair 150 000 150 000 150 000
Member 130 000 130 000 130 000
Chair of Audit Committee 25 000 25 000 25 000
Member of Audit
Committee 10 000 10 000 10 000
Chair of Personnel
Committee 25 000 25 000 25 000
Total(1) 1 450 000 1 580 000 1 570 000
(1) The changes in the aggregate Board compensation year on year are attributable to changes in
the number of Board members and their committee memberships. The compensation paid for
services rendered remained the same over the relevant periods.
In accordance with our policy, directors’ remuneration consists ofan
annual fee only with no additional fees paid for meeting attendance.
Approximately 40% of the director remuneration is paid in the form
ofNokia shares that are purchased from the market, or alternatively,
by using treasury shares held by the Company. The remainder of
theremuneration, approximately 60%, is paid in cash, most of which
istypically used to cover related taxes. Additionally, directors shall
retain until the end of their directorship, the net after-tax number
ofshares that they have received as remuneration for their duties
asmembers of the Board during their rst three years of service.
Non-executive directors do not participate in any of our equity
programs and do not receive performance shares, restricted shares
orany other equity based or variable compensation for their duties
asBoard members.
The compensation payable to the Board is resolved annually by
theshareholders of Nokia represented at the general meeting. The
compensation is resolved by a majority vote of the shareholders
represented at the general meeting, upon the proposal of the
Corporate Governance and Nomination Committee of the Board.
Thecompensation is determined as of the date of the general
meeting, until the close of the next annual general meeting.
When preparing the proposal for Board compensation for the general
meeting, the Corporate Governance and Nomination Committee
reviews and compares total compensation levels and their criteria
toother global peer group companies that have corresponding net
sales and complexity of business as that of Nokia. The Corporate
Governance and Nomination Committee’s aim is to ensure that
Nokiahas an ecient Board consisting of international professionals
representing a diverse mix of skills and experience. Competitive
Boardremuneration contributes to the achievement of this target.
Compensation of the Board of Directors in 2015
In 2015, the aggregate amount of compensation paid to the members
of the Board for their services on the Board and its committees
equaled EUR 1 450 000.
The following table outlines the total annual compensation paid to
themembers of the Board for their services in 2015, as resolved by
shareholders at the Annual General Meeting on May 5, 2015. For more
details on Nokia shares held by the members of the Board, refer to
“—Share ownership of the Board of Directors , the President and
ChiefExecutive Ocer and the Nokia Group Leadership Team” below.
Compensation earned or paid in 2015(1):
EUR
Risto Siilasmaa, Chair 440 000
Jouko Karvinen, Vice Chair(2) 175 000
Vivek Badrinath(3) 140 000
Bruce Brown(4) 155 000
Elizabeth Doherty(5) 140 000
Simon Jiang 130 000
Mårten Mickos (Board member until May 5, 2015)(6) –
Elizabeth Nelson(7) 140 000
Kari Stadigh 130 000
Dennis Strigl (Board member until May 5, 2015)(6) –
Total 1 450 000
(1) Approximately 40% of each Board member’s annual compensation was paid in Nokia shares
purchased from the market and the remaining approximately 60% in cash.
(2) Represents compensation paid to Jouko Karvinen, consisting of EUR 150 000 for services as
ViceChair of the Board until January 8, 2016 and EUR 25 000 for services as the Chair of the
Audit Committee.
(3) Represents compensation paid to Vivek Badrinath, consisting of EUR 130 000 for services as
amember of the Board and EUR 10 000 for services as a member of the Audit Committee.
(4) Represents compensation paid to Bruce Brown, consisting of EUR 130 000 for services as a
member of the Board and EUR 25 000 for services as the Chair of the Personnel Committee.
(5) Represents compensation paid to Elizabeth Doherty, consisting of EUR 130 000 for services
asamember of the Board and EUR 10 000 for services as a member of the Audit Committee,
both until January 8, 2016.
(6) Mårten Mickos and Dennis Strigl served as members of the Board until the close of the Annual
General Meeting in 2015. Neither of them was paid any compensation during scal year 2015,
but received compensation for the term until the close of the Annual General Meeting in 2015
inthe scal year 2014.
(7) Represents compensation paid to Elizabeth Nelson, consisting of EUR 130 000 for services as
amember of the Board and EUR 10 000 for services as a member of the Audit Committee.
Changes to the composition of the Board of
Directors as of January 8, 2016
On January 8, 2016, we conrmed the new composition of the Board
following the successful public exchange oer for all outstanding
Alcatel Lucent securities. In accordance with the resolutions passed
atthe Extraordinary General Meeting on December 2, 2015, and
following the successful public exchange oer for all Alcatel Lucent
securities, our Board consists of ten members. The new members
ofthe Board are Louis R. Hughes, Jean C. Monty and Olivier Piou.
Elizabeth Doherty, who was a member of the Board until the successful
closing of the exchange oer for all Alcatel Lucent securities, stepped
down from the Board.