IAS 24 stipulates that parties which control, or are controlled by, Wacker Chemie AG must be disclosed 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 principles of IAS 24 also apply to all transactions with non-consolidated subsidiaries, associated companies and joint ventures since Wacker Chemie AG exercises significant influence over them.
The WACKER Group is controlled by its majority shareholder, Dr. Alexander Wacker Familiengesellschaft mbH, which holds over 50 percent of the voting shares in Wacker Chemie AG.
Provision of services between Wacker Chemie AG and its majority shareholder Dr. Alexander Wacker Familiengesellschaft mbH, as well as with the shareholders of Dr. Alexander Wacker Familiengesellschaft mbH and their close family members, is of subordinate importance. These concern, to a minor degree, the renting of office space and exchange of services. The provision of services takes place at standard market terms.
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. The same applies to close relatives of the aforementioned persons.
Dr. Alexander Wacker Familiengesellschaft mbH, Munich, informed Wacker Chemie AG on June 7, 2006, that it holds over 50 percent 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 ten percent of the voting shares in Wacker Chemie AG.
On December 14, 2011, BlackRock Inc. (New York, USA) reported holding just over three percent of the voting shares in Wacker Chemie AG. Further detailed information has been published in the German register of companies. www.unternehmensregister.de
Pensionskasse der Wacker Chemie VVaG is also considered a related party pursuant to IAS 24. Provisions of services take place between the two entities in the area of company pension plan benefits. Wacker Chemie AG also rents the headquarters building, and the property on which it stands, from a subsidiary of Pensionskasse der Wacker Chemie VVaG.
Business with joint ventures and associates, the pension fund, and non-consolidated subsidiaries is, as a rule, conducted under conditions that are customary between outside third parties. For joint-venture and associated-company product shipments, contractually agreed transfer-price formulas have been defined that include start-up costs and financing elements, among others. The following table shows the volume of trade receivables with related parties:
download table |
Related Party Disclosures | ||||||||||||||||
€ million |
2011 |
2010 | ||||||||||||||
|
Income |
Expenses |
Trade |
Liabilities |
Income |
Expenses |
Trade |
Liabilities | ||||||||
|
|
|
|
|
|
|
|
| ||||||||
Associated companies |
2.9 |
-108.1 |
16.5 |
-6.0 |
2.5 |
-42.8 |
– |
– | ||||||||
Joint ventures |
72.2 |
-43.6 |
14.9 |
-5.2 |
86.7 |
-33.4 |
18.2 |
-2.4 | ||||||||
Pension fund |
0.4 |
27.6 |
35.2 |
0.1 |
0.1 |
25.5 |
25.1 |
0.5 | ||||||||
Other |
0.1 |
– |
– |
0.3 |
– |
-0.2 |
0.2 |
– |
Transactions with joint ventures and associates relate to supplies and services during the normal course of business in connection with sales revenue, license revenue and administrative expense allocations. Joint ventures and associates submitted invoices for material purchases and commissions. Any guarantees or other security pledges are reported under other financial obligations. See Note 17
In addition, there are loans to joint ventures totaling €130.0 million (2010: €88.8 million).
Furthermore, valuation allowances have been established for receivables from joint ventures in the amount of €0.2 million (2010: €0.3 million).
Information Regarding Compensation of the Supervisory and Executive Boards:
download table |
Compensation for the Executive and Supervisory Boards | ||||||||||
€ |
Fixed |
Variable |
Pensions1 |
Total | ||||||
| ||||||||||
|
|
|
|
| ||||||
Executive Board compensation 2011 |
2,583,852 |
3,722,400 |
1,781,282 |
8,087,534 | ||||||
Executive Board compensation 2010 |
2,597,871 |
4,176,000 |
1,511,168 |
8,285,039 | ||||||
|
|
|
|
| ||||||
Pension commitments for active members of the Executive Board 2011 |
|
|
|
19,098,475 | ||||||
Pension commitments for active members of the Executive Board 2010 |
|
|
|
17,433,247 | ||||||
|
|
|
|
| ||||||
Compensation for former members of the Executive Board and their surviving dependents 2011 |
|
|
|
809,481 | ||||||
Compensation for former members of the Executive Board and their surviving dependents 2010 |
|
|
|
791,559 | ||||||
|
|
|
|
| ||||||
Pension commitments for former members of the Executive Board and their surviving dependents 2011 |
|
|
|
19,987,205 | ||||||
Pension commitments for former members of the Executive Board and their surviving dependents 2010 |
|
|
|
19,179,121 | ||||||
|
|
|
|
| ||||||
Supervisory Board compensation 2011 |
1,755,323 |
– |
|
1,755,323 | ||||||
Supervisory Board compensation 2010 |
717,000 |
656,250 |
|
1,373,250 |
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.
Other business relations with members of the Supervisory and Executive Boards comprise the purchase and sale of shares in Wacker Chemie AG. Such transactions take place on customary market terms and conditions. These transactions were published both in the German register of companies and on the Wacker Chemie AG website at: www.wacker.com/directors-dealings
The members of Wacker Chemie AG’s Supervisory Board and Executive Board are listed on the following pages.
Munich, Germany, February 28, 2012
Wacker Chemie AG
Rudolf Staudigl Joachim Rauhut |
Wilhelm Sittenthaler Auguste Willems |