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, and concerns the renting of office space and exchange of services. None of these services is of significant business scope. The provision of services takes place at standard market terms.
Wacker Chemie AG’s pension fund is also considered a related party pursuant to IAS 24. Provision of services takes place between the two entities in the area of company pension plan benefits. WACKER makes payments to plan assets to cover pension obligations. Wacker Chemie AG also rents the headquarters building, and the property on which it stands, from a subsidiary of Pensionskasse der Wacker Chemie VVaG. The total expenditures in 2012 amounted to €40.0 million (2011: €27.6 million), while the receivables from the pension fund totaled €35.3 million (2011: €35.2 million).
Furthermore, WACKER Group companies have not conducted any significant transactions whatsoever with members of Wacker Chemie AG’s Executive or Supervisory Boards 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 10 percent of the voting shares in Wacker Chemie AG.
On March 21, 2012, BlackRock Hodco 2, Inc. (Wilmington, USA) and BlackRock Financial Management, Inc. (New York, USA) announced that their holdings of Wacker Chemie AG shares with voting rights slightly exceeded the 3-percent threshold on March 15, 2012.
On April 3, 2012, BlackRock Inc. (New York, USA), BlackRock Financial Management, Inc. (New York, USA) and BlackRock Hodco 2, Inc. (Wilmington, DE, USA) announced that their holdings of Wacker Chemie AG shares with voting rights dropped to just under the 3-percent threshold on March 27, 2012. Further detailed information has been published in the German register of companies. www.unternehmensregister.de
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.
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€ million |
2012 |
2011 | ||||||||||||||
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Income |
Expenses |
Trade receivables |
Liabilities |
Income |
Expenses |
Trade receivables |
Liabilities | ||||||||
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Associated companies |
4.7 |
128.3 |
– |
6.2 |
2.9 |
108.1 |
16.5 |
6.0 | ||||||||
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Joint ventures |
88.1 |
54.6 |
16.8 |
4.3 |
72.2 |
43.6 |
14.9 |
5.2 | ||||||||
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Other |
– |
– |
– |
0.3 |
0.1 |
– |
– |
0.3 | ||||||||
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 €256.2 million (2011: €130.0 million). These loans contain capitalized interest income for the period under review of €5.9 million (2011: €3.7 million).