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25. Related party disclosures


Business transactions between the Group and non-consolidated subsidiaries and equity-consolidated entities, as well as proportionately consolidated entities are carried out at arm’s length terms and are included in the following items of the consolidated financial statements:

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2008/09

 

2009/10

 

 

With proportionately consolidated entities

 

With equity-consolidated entities and non-consolidated subsidiaries

 

With proportionately consolidated entities

 

With equity-consolidated entities and non-consolidated subsidiaries

 

 

 

 

 

 

 

 

 

Revenue

 

127.4

 

371.0

 

48.2

 

191.8

Material expenses

 

11.6

 

149.7

 

2.9

 

96.1

Other operating expenses

 

0.0

 

42.4

 

0.0

 

34.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

03/31/2009

 

03/31/2010

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

9.6

 

20.5

 

8.9

 

18.1

Financial liabilities/trade and other payables

 

47.6

 

29.2

 

23.1

 

27.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions of euros

In the business year 2009/10, 843 temporary employees (2008/09: 649) from a company reported under other investments were employed to cover short-term personnel shortages.

The non-inclusion of non-consolidated entities has no significant impact on the Group’s net assets, financial position, and results of operations.

Management Board

The fixed compensation of the Management Board is determined by the Executive Committee of the Supervisory Board pursuant to the Austrian legal situation and is reviewed periodically.

The award of a bonus is subject to a target agreement to be concluded with the Executive Committee of the Supervisory Board and consisting of quantitative and qualitative targets. The maximum bonus is limited to 150% (starting in the business year 2010/11: 135%) of the annual gross salary for members of the Management Board and to 200% (starting in the business year 2010/11: 175%) of the annual gross salary for the Chairman of the Management Board. If the agreed target values for quantitative targets are achieved exactly, 55% of the maximum bonus applies; if the agreed target values for qualitative targets are achieved, 20% of the maximum bonus applies. The over-achievement of the targets is taken into consideration proportionally until the maximum bonus is reached. The target amounts for the quantitative targets are the profit from operations (EBIT) and return on capital employed (ROCE). Specific target amounts are determined periodically (generally for a period of three years) by the Executive Committee of the Supervisory Board in consultation with the Management Board. In the business year 2009/10, the only qualitative target is the free cash flow of the voestalpine Group (in view of the central importance of free cash flow in the current crisis environment, no other qualitative targets were set).

The amount of the contractually approved company pension depends on the length of service. The amount of the annual pension equals 1.2% of the last annual gross salary for each year of service. The pension benefit cannot exceed 40% of the last annual gross salary (without variable compensation).

The members of the Management Board receive severance benefits at the time of termination of their employment by way of analogous application of the Salaried Employees Act.

For the members of the Management Board (as well as for executives) and for the members of the Supervisory Board there is a D&O insurance, the costs of which amounting to EUR 0.2 million are borne by the entity.

The members of the Management Board have waived 10% of their base salary (fixed compensation) for the months June to December 2009 because of the difficult economic environment.

The compensation paid to the active members of the Management Board of voestalpine AG is comprised as follows:

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Dr. Wolfgang Eder

 

Dipl.-Ing. Franz Hirschmanner

 

Dipl.-Ing. Josef Mülner

 

Mag. Dipl.-Ing. Robert Ottel

 

Dkfm. Dr. Claus J. Raidl

 

Mag. Wolfgang Spreitzer

 

2009/10

 

2008/09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed compensation

 

0.7

 

0.5

 

0.5

 

0.5

 

0.5

 

0.5

 

3.2

 

3.2

Variable compensation

 

0.6

 

0.4

 

0.5

 

0.4

 

0.7

 

0.4

 

3.0

 

4.7

 

 

1.3

 

0.9

 

1.0

 

0.9

 

1.2

 

0.9

 

6.2

 

7.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions of euros

In the business year 2009/10, total compensation of the Management Board decreased by 22% compared to the previous year. Additionally, the compensation of the business year 2009/10 includes long-service bonuses and compensation relating to other reporting periods to Dkfm. Dr. Raidl (EUR 0.4 million) and Dipl.-Ing. Mülner (EUR 0.1 million).

At the balance sheet date, the outstanding balance of the variable compensation was EUR 2.1 million. No advances or loans were granted to the members of the Management Board of voestalpine AG. Regarding disclosures of share-based payments (stock option plan) please refer to item 27.

Directors’ dealings notices of the members of the Management Board are published on the website of the Austrian Financial Market Authority at www.fma.gv.at.

Supervisory Board

Under § 15 of the Articles of Incorporation, the members of the Supervisory Board of voestalpine AG receive 0.1% of the profit for the period reported in the approved consolidated financial statements as compensation. The total amount is divided in proportion to the assigned fractions of 100% for the Chairman, 75% for the Vice-Chairman, and 50% for all other members, with a minimum compensation of EUR 20,000 for the Chairman, EUR 15,000 for the Vice-Chairman, and EUR 10,000 for all other members of the Supervisory Board. Compensation is limited to a multiple of four times the stated amounts. Additionally, members of the Supervisory Board receive an attendance honorarium amounting to EUR 500 per Supervisory Board meeting.

According to this regulation, the shareholders’ representatives in the Supervisory Board received the following compensation for the business year 2009/10: Dr. Joachim Lemppenau (Chairman): EUR 38,300 (2008/09: EUR 80,000); Dr. Ludwig Scharinger (Vice-Chairman): EUR 28,700 (2008/09: EUR 60,000); Dr. Stefan Kralik: EUR 4,800 (2008/09: EUR 40,000); all other shareholders’ representatives EUR 19,200 (2008/09: EUR 40,000). The members of the Supervisory Board nominated by the Works Council do not receive any compensation.

The annual compensation of members of the Supervisory Board and the mode of calculation are conclusively regulated by the Articles of Incorporation and do not require an Annual General Meeting’s resolution.

The compensation of the Supervisory Board (incl. attendance honorarium) totaled EUR 0.2 million (2008/09: EUR 0.4 million) in the business year 2009/10. Payment of the compensation of the Supervisory Board for the business year 2009/10 is carried out at the latest 14 days after the Annual General Meeting in July 2010. No advances or loans were granted to members of the Supervisory Board of voestalpine AG.

Directors’ dealings notices of the members of the Supervisory Board are published on the website of the Austrian Financial Market Authority at www.fma.gv.at.

As legal counsel to voestalpine AG, the law firm Binder Grösswang Rechtsanwälte GmbH, of which Dr. Michael Kutschera (member of the Supervisory Board) is partner, provided legal advisory services relative to the minority shareholder squeeze-out procedure related to BÖHLER-UDDEHOLM Aktiengesellschaft in the reporting period 2009/10. Fees for these matters are invoiced at the general hourly rates of the law firm of Binder Grösswang Rechtsanwälte GmbH applicable at the time. Total net fees of EUR 147,525.83 were incurred for services provided by the law firm of Binder Grösswang Rechtsanwälte GmbH.