35. Related party transactions
The Group has related party transactions with a pension fund, associated companies, joint ventures and other entities where the Group has significant influence, as well as the management and the Board of Directors. Transactions and balances with companies over which the Group exercises control are eliminated on consolidation. Refer to Note 2, Significant accounting policies, and Note 32, Principal Group companies.
Transactions with pension fund
The Group has borrowings of EUR 69 million (EUR 69 million in 2016) from Nokia Unterstützungsgesellschaft mbH, the Group’s German pension fund, a separate legal entity. The loan bears interest at the rate of 6% per annum and its duration is pending until further notice by the loan counterparties even though they have the right to terminate the loan with a 90‑day notice. The loan is included in short-term interest-bearing liabilities in the consolidated statement of financial position.
Transactions with associated companies, joint ventures and other entities where the Group has significant influence
|
EURm |
|
2017 |
|
2016 |
|
2015 |
|
Share of results |
|
11 |
|
18 |
|
29 |
|
Dividend income |
|
1 |
|
1 |
|
2 |
|
Share of shareholders' equity |
|
128 |
|
116 |
|
84 |
|
Sales |
|
117 |
|
62 |
|
(1) |
|
Purchases |
|
(252) |
|
(322) |
|
(233) |
|
Receivables |
|
41 |
|
13 |
|
– |
|
Payables |
|
(19) |
|
(38) |
|
(37) |
The Group has financial commitments of EUR 20 million (guaranteed a loan of EUR 11 million in 2016) for an associated company.
Management compensation
Compensation information for the President and CEO:
|
EUR |
|
2017 |
|
2016 |
|
2015 |
|
Base salary/fee |
|
1 050 000 |
|
1 049 044 |
|
1 000 000 |
|
Cash incentive payments |
|
997 369 |
|
780 357 |
|
1 922 195 |
|
Share-based payment expenses(1) |
|
2 606 613 |
|
5 296 960 |
|
4 604 622 |
|
Pension expenses |
|
338 787 |
|
469 737 |
|
491 641 |
|
Total |
|
4 992 769 |
|
7 596 098 |
|
8 018 458 |
|
(1) |
Represents the expense for all outstanding equity grants recorded during the year. |
Total remuneration awarded to the Group Leadership Team for their time as members of the Group Leadership Team:
|
EURm |
|
2017 |
|
2016 |
|
2015 |
|
Short-term benefits |
|
22 |
|
26 |
|
9 |
|
Post-employment benefits(1) |
|
1 |
|
1 |
|
1 |
|
Share-based payment |
|
7 |
|
15 |
|
9 |
|
Termination benefits(2) |
|
4 |
|
1 |
|
3 |
|
Total |
|
34 |
|
43 |
|
22 |
|
(1) |
The members of the Group Leadership Team participate in the local retirement programs applicable to employees in the country where they reside. |
(2)Includes both termination payments and payments made under exceptional contractual arrangements for lapsed equity awards.
Board of Directors’ compensation
The annual remuneration paid to the members of the Board of Directors, as decided by the Annual General Meetings in the respective years:
|
|
|
2017 |
|
2016 |
|
2015 |
||||||
|
|
|
Gross annual |
|
Shares |
|
Gross annual |
|
Shares |
|
Gross annual |
|
Shares |
|
|
|
fee(1) |
|
received(2) |
|
fee(1) |
|
received(2) |
|
fee(1) |
|
received(2) |
|
|
|
EUR |
|
number |
|
EUR |
|
number |
|
EUR |
|
number |
|
Risto Siilasmaa, Chair |
|
440 000 |
|
30 497 |
|
440 000 |
|
35 001 |
|
440 000 |
|
29 339 |
|
Olivier Piou, Vice Chair(3) |
|
199 000 |
|
12 823 |
|
255 082 |
|
19 892 |
|
– |
|
– |
|
Vivek Badrinath |
|
– |
|
– |
|
175 000 |
|
13 921 |
|
140 000 |
|
9 333 |
|
Bruce Brown(4) |
|
209 000 |
|
13 169 |
|
190 000 |
|
15 114 |
|
155 000 |
|
10 333 |
|
Jeanette Horan(5) |
|
175 000 |
|
12 129 |
|
– |
|
– |
|
– |
|
– |
|
Elisabeth Doherty |
|
– |
|
– |
|
– |
|
– |
|
140 000 |
|
9 333 |
|
Louis R. Hughes(6) |
|
194 000 |
|
12 129 |
|
240 410 |
|
18 752 |
|
– |
|
– |
|
Simon Jiang |
|
– |
|
– |
|
– |
|
– |
|
130 000 |
|
8 666 |
|
Jouko Karvinen |
|
– |
|
– |
|
– |
|
– |
|
175 000 |
|
11 667 |
|
Edward Kozel(7) |
|
175 000 |
|
12 129 |
|
– |
|
– |
|
– |
|
– |
|
Jean C. Monty(8) |
|
174 000 |
|
11 090 |
|
225 410 |
|
17 558 |
|
– |
|
– |
|
Elizabeth Nelson(9) |
|
207 000 |
|
13 169 |
|
190 000 |
|
15 114 |
|
140 000 |
|
9 333 |
|
Carla Smits-Nusteling(10) |
|
195 000 |
|
12 129 |
|
175 000 |
|
13 921 |
|
– |
|
– |
|
Kari Stadigh(11) |
|
170 000 |
|
11 090 |
|
160 000 |
|
12 727 |
|
130 000 |
|
8 666 |
|
Total |
|
2 138 000 |
|
|
|
2 050 902 |
|
|
|
1 450 000 |
|
|
(1) The meeting fees for the term that ended at the close of the Annual General meeting in 2017 were paid in cash in 2017 and are included in the table. The meeting fees for the current term as resolved by the Annual General Meeting in 2017 will be paid in cash in 2018 and are not included in the table.
(2) Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market, and the remaining approximately 60% is paid in cash.
(3) Consists of EUR 185 000 for services as the Vice Chair of the Board and meeting fees of EUR 14 000.
(4) Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as a Chair of the Personnel Committee and meeting fees of EUR 19 000.
(5) Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee.
(6) Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as member of the Audit Committee and meeting fees of EUR 19 000.
(7) Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee.
(8) Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 14 000.
(9) Consists of EUR 160 000 for services as a member of the Board and EUR 30 000 for services as a Chair of the Audit Committee and meeting fees of EUR 17 000.
(10) Consists of EUR 160 000 for services as a member of the Board and EUR 15 000 for services as a member of the Audit Committee and meeting fees of EUR 20 000.
(11) Consists of EUR 160 000 for services as a member of the Board and meeting fees of EUR 10 000.
Transactions with the Group Leadership Team and the Board of Directors
No loans were granted to the members of the Group Leadership Team and the Board of Directors in 2017, 2016 or 2015.
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 defined in Mr. Suri’s service contract and the service contract is terminated either by the Group or its successor without cause, or by him for “good reason”, he would be entitled to a severance payment equaling up to 18 months of compensation and cash payment of the pro-rated value of his outstanding unvested equity awards, if he is dismissed within 18 months of the change in control event.