IAS 24 stipulates that parties which control, or are controlled by, Wacker Chemie AG must be specified unless they are already included in Wacker Chemie AG’s consolidated financial statements as a consolidated company. Control in this sense is held to apply when a shareholder has more than half of the voting rights in Wacker Chemie AG or, by virtue of provisions in the Articles of Association or contractual arrangements, has the possibility of controlling the financial and business policy of the WACKER Group’s Executive Board.
In the year under review, the WACKER Group is affected by the disclosure obligations under IAS 24 only in respect of the business relations with Wacker Chemie AG’s major shareholders and its Executive and Supervisory Board members.
The relationship of internal performance allocation between Wacker Chemie AG and its majority shareholder Dr. Alexander Wacker Familiengesellschaft mbH is of subordinate importance. Furthermore, WACKER Group companies did not conduct any significant transactions whatsoever with members of Wacker Chemie AG’s Executive or Supervisory Board or with any other key management personnel or with companies of which these persons are members of executive or supervisory bodies. This likewise applies to close relatives of the aforementioned persons.
Dr. Alexander Wacker Familiengesellschaft mbH, Munich, Germany, informed Wacker Chemie AG on June 7, 2006, that it holds over 50% of the voting shares in Wacker Chemie AG. Blue Elephant Holding GmbH, Pöcking, informed Wacker Chemie AG on April 12, 2006, that it holds over 10% of the voting shares in Wacker Chemie AG.
Artisan Partners Limited Partnership, the Artisan Investment Corporation, ZFIC Inc., each headquartered in Wisconsin, USA, and Ms. Carlene M. Ziegler and Mr. Andrew A. Ziegler, informed Wacker Chemie AG on April 16, 2009 that they fell below the reporting threshold of 5% of the shares, but not the threshold of 3%. On April 21, 2009, Artisan Funds Inc., Wisconsin, USA, gave notification that it had fallen below the reporting threshold of 3% of the voting shares. On June 8, 2009, the newly-founded Artisan Investments GP LLC, Wisconsin, USA, reported in connection with a restructuring of the Artisan Group that it had exceeded the threshold of 3%. At the same time, Artisan Partners Limited Partnership reported that it had exceeded the 3% threshold. On June 29, 2009, Artisan Partners Limited Partnership reported that it had fallen below the reporting threshold of 3% of the voting shares in Wacker Chemie AG. On July 1, 2009, Artisan Partners Holdings LP, Wisconsin, USA (formerly Artisan Partners Limited Partnership), Artisan Investment Corporation, ZFIC Inc., and Ms. Carlene M. Ziegler and Mr. Andrew A. Ziegler reported that they had fallen below the reporting threshold of 3% of the voting shares. Further detailed information has been published in the German register of companies. www.unternehmensregister.de
In addition, trade is conducted between some Group companies and associated companies/joint ventures in the normal course of business. Business transactions are conducted under the usual market terms and conditions. Receivables from and liabilities to these companies are indicated in Notes 10 and 16. In the year under review, associated companies were charged €116.2 million (previous year: €119.0 million) for sales, license revenue, and administrative expense allocations. Conversely, these companies submitted invoices for material purchases and commissions in the amount of €10.5 million (previous year: €11.8 million) in the year under review.
In the previous year, Wacker Chemie AG had acquired real estate with a value of €8.3 million from Pensionskasse der Wacker Chemie VVaG on the usual market terms.
download table |
Compensation for the Supervisory and Executive Boards |
|
| ||||||||||||
€ |
Fixed |
Variable |
Pensions1 |
Total | ||||||||||
| ||||||||||||||
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|
|
|
| ||||||||||
Executive Board compensation 2009 |
2,588,600 |
1,540,582 |
1,318,182 |
5,447,364 | ||||||||||
Executive Board compensation 2008 |
2,721,739 |
4,476,306 |
1,435,195 |
8,633,240 | ||||||||||
|
|
|
|
| ||||||||||
Pension commitments for active members |
|
|
|
14,707,726 | ||||||||||
Pension commitments for active members |
|
|
|
11,882,999 | ||||||||||
|
|
|
|
| ||||||||||
Expenses for former members of the Executive Board and their surviving dependents 2009 |
|
|
|
791,510 | ||||||||||
Expenses for former members of the Executive Board and their surviving dependents 2008 |
|
|
|
2,787,5992 | ||||||||||
|
|
|
|
| ||||||||||
Pension commitments for former members of the Executive Board and their surviving dependents 2009 |
|
|
|
18,702,075 | ||||||||||
Pension commitments for former members of the Executive Board and their surviving dependents 2008 |
|
|
|
16,446,268 | ||||||||||
|
|
|
|
| ||||||||||
Supervisory Board compensation 2009 |
717,000 |
|
|
717,000 | ||||||||||
Supervisory Board compensation 20083 |
647,404 |
564,255 |
|
1,211,659 |
Detailed information about Executive Board compensation is contained in the compensation report. The compensation report is part of the management report. German commercial law (HGB) requires the inclusion of this information in the notes to the consolidated financial statements. Further information on Compensation Report
The members of Wacker Chemie AG’s Supervisory Board and Executive Board are listed in the chapter Supervisory & Executive Boards.
Munich, Germany, February 26, 2010
Wacker Chemie AG
Rudolf Staudigl Joachim Rauhut |
Wilhelm Sittenthaler Auguste Willems |