Nokia 2014 Annual Report Download - page 195

193NOKIA IN 2014
Financial statements
The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where
they reside.
Board of Directors’ Compensation
The annual remuneration structure paid to the members of the Board of Directors, as decided on by the Annual General Meetings in the
respective years is:
2014 2013
Gross annual
fee, EUR(1)
Shares
received
(number)
Gross annual
fee, EUR(1)
Shares
received
(number)
Risto Siilasmaa, Chairman from May 3, 2012(2) 440 000 31 186 440 000 77 217
Jouko Karvinen , Vice Chairman from May 7, 2013(3) 175 000 12 403 175 000 14 374
Vivek Badrinath(4) 140 000 9 922 – –
Bruce Brown(5) 155 000 10 986 130 000 10 678
Elisabeth Doherty(6) 140 000 9 922 140 000 11 499
Henning Kagerman(7) – – 155 000 12 731
Helge Lund(7) – – 130 000 10 678
Mårten Mickos 130 000 9 214 130 000 10 678
Elizabeth Nelson(8) 140 000 9 922 140 000 11 499
Kari Stadigh 130 000 9 214 130 000 10 678
Dennis Strigl 130 000 9 214 – –
Total 1 580 000 1 570 000
(1) Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market. The remaining approximately 60% is paid in cash. The Board members do not
participate in any of Nokia’s equity programs or receive any other form of variable compensation for their duties as Board members.
(2) Represents compensation paid for services as the Chairman of the Board. Excludes compensation paid for services as the Interim CEO. Refer to the management compensation section of this note.
(3) Consists of EUR 150 000 for service as Vice Chairman of the Board and EUR 25 000 for services as the Chairman of the Audit Committee.
(4) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(5) Consists of EUR 130 000 for services as a member of the Board and EUR 25 000 for service as the Chairman of the Personnel Committee.
(6) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
(7) Served on the Board until the Annual General Meeting in 2014.
(8) Consists of EUR 130 000 for services as a member of the Board and EUR 10 000 for service as a member of the Audit Committee.
Transactions with the Group Leadership Team and the Board of Directors
No loans have been granted to the members of the Group Leadership Team and the Board of Directors in 2014 or 2013.
Terms of termination of employment of the President and CEO
The President and CEO, Rajeev Suri, may terminate his service contract at any time with six months’ prior notice. The Group may terminate
his service contract for reasons other than cause at any time with an 18 months’ notice period. If there is a change of control event as dened
in Mr. Suri’s service contract and the service contract is terminated either by the Group without cause, or by him for “good reason”, his
outstanding unvested equity awards may vest pro rata if he is dismissed within 18 months of the change in control event. If before June 30,
2016 a “limited termination event” takes place, as dened in Mr. Suri’s service contract, he will be entitled to the pro-rated value of his
Nokia Networks Equity Incentive Plan options, should his employment be terminated within six months of such an event taking place.
Termination benets of the former President and CEO
The former President and CEO, Stephen Elop, received a severance payment of EUR 24.2 million consisting of a base salary and management
incentive of EUR 4.1 million, and equity awards amounting to EUR 20.1 million. According to the terms of the purchase agreement with Microsoft
entered into in connection with the Sale of the D&S Business, 30% of the total severance payment amounting to EUR 7.3 million was borne by
the Group and the remaining 70% was borne by Microsoft.
4. Depreciation and amortization by function
EURm 2014 2013
Cost of sales – 1
Research and development expenses 3 115
Selling, general and administrative expenses 5 10
Total 8 126
In 2014, no material impairment charges or exceptional reductions in value were incurred.