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Related party transactions
12 Months Ended
Dec. 31, 2017
Related party transactions  
Related party transactions

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.