Business transactions between the Group and non-consolidated subsidiaries and entities consolidated according to the equity method or their subsidiaries 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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2010/11 |
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2011/12 | ||||
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With pro- |
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With entities consolidated according to the equity method and non-consolidated subsidiaries |
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With pro- |
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With entities consolidated according to the equity method and non-consolidated subsidiaries |
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Revenue |
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86.9 |
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453.1 |
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126.2 |
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427.3 |
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Material expenses |
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8.4 |
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192.5 |
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11.3 |
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186.9 |
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Other operating expenses |
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0.0 |
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35.6 |
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0.0 |
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35.9 |
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03/31/2011 |
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03/31/2012 | ||||
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Trade and other receivables |
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14.8 |
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109.4 |
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11.4 |
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100.0 |
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Financial liabilities/trade and other payables |
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28.4 |
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53.1 |
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17.0 |
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37.1 |
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In millions of euros | ||
The receivables and liabilities with entities consolidated according to the equity method and with non-consolidated subsidiaries comprise both direct and indirect relationships.
In addition, there are business transactions with core shareholders that have a significant influence due to consolidation of the voestalpine shares using the equity method. Business transactions are carried out at arm’s length terms and are presented as follows:
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03/31/2011 |
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03/31/2012 |
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Cash and cash equivalents |
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86.3 |
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88.4 |
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Financial liabilities/trade and other payables |
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256.2 |
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222.0 |
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Guarantees received |
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29.2 |
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2.1 |
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In millions of euros | ||
In the business year 2011/12, 873 temporary employees (2010/11: 862) from a company reported under other investments were employed to cover short-term personnel shortages.
The non-inclusion of non-consolidated entities in the consolidated financial statements 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 General 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 General Committee of the Supervisory Board and consisting of quantitative and qualitative targets. The maximum bonus is limited to 135% of the annual gross salary for members of the Management Board and to 175% of the annual gross salary for the Chairman of the Management Board. If the agreed target values for quantitative targets are achieved exactly, 60% 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 proportionately 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 General Committee of the Supervisory Board in consultation with the Management Board. Its basis of calculation is independent of the respective budget and the three-year medium-term business plan, i.e., budget compliance does not mean achieving a bonus. In addition to submitting a long-term strategy concept for the voestalpine Group, in the business year 2011/12, an explicit, precisely quantified reduction of the gearing was agreed as the qualitative target.
The amount of the contractually approved company pension depends on the length of service for members of the Management Board Dr. Eder, Dipl.-Ing. Hirschmanner, Dipl.-Ing. Mülner, Dipl.-Ing. Mag. Ottel, and Mag. Spreitzer. 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). A defined contribution arrangement was made with Dipl.-Ing. Rotter and Dipl.-Ing. Dr. Kainersdorfer; thereby 15% of his annual gross salary (without bonuses) is paid by the Company into the pension fund.
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 (Angestelltengesetz).
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 (2010/11: EUR 0.2 million) are borne by the entity.
The compensation paid to the members of the Management Board of voestalpine AG is comprised as follows for the reporting period:
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Current |
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Current |
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Compen- |
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Share- |
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Total |
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Dr. Wolfgang Eder |
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0.8 |
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1.0 |
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1.1 |
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2.9 |
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Dipl.-Ing. Franz Hirschmanner (until 03/31/2012) |
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0.6 |
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0.6 |
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3.5 |
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1.1 |
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5.8 |
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Dipl.-Ing. Josef Mülner (until 06/30/2011) |
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0.2 |
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0.2 |
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1.2 |
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0.9 |
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2.5 |
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Dipl.-Ing. Dr. Franz Kainersdorfer (as from 07/01/2011) |
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0.3 |
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0.4 |
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0.7 |
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Mag. Dipl.-Ing. Robert Ottel |
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0.6 |
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0.6 |
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1.2 |
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2.4 |
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Dipl.-Ing. Franz Rotter |
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0.6 |
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0.5 |
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1.1 |
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Mag. Wolfgang Spreitzer (until 03/31/2012) |
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0.6 |
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0.6 |
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2.6 |
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0.9 |
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4.7 |
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2011/12 |
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3.7 |
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3.9 |
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7.3 |
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5.2 |
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20.1 |
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2010/11 |
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3.7 |
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5.1 |
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1.3 |
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0.0 |
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10.1 |
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In millions of euros | ||
The current compensation of the Management Board of voestalpine AG in the reporting period fell compared to the business year 2010/11 due to a decline of the variable salary components from a total of EUR 8.8 million to EUR 7.6 million.
In the reporting period, three members of the Management Board retired. Compensation payments in the amount of EUR 7.3 million were made for severance payments, applying the Salaried Employees Act mutatis mutandis, and as compensation for early contract termination.
Within the scope of a five-year stock option program, which ended as of June 30, 2011, all eligible members of the Management Board exercised all the options in the business year 2011/12. The share-based compensation resulted in payments totaling EUR 5.2 million. Regarding information on the share-based payment (stock option program), we refer to Item 27.
Defined benefit (current service costs) and defined contribution pension expense for members of the Management Board amounted to EUR 0.3 million (2010/11: EUR 0.3 million) in the reporting period.
At the reporting date, the outstanding balance of the variable compensation was EUR 2.9 million. No advances or loans were granted to the members of the Management Board of voestalpine AG.
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 Sec. 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 2011/12: Dr. Joachim Lemppenau (Chairman): EUR 80,000 (2010/11: EUR 80,000); Dr. Ludwig Scharinger (Vice-Chairman): EUR 60,000 (2010/11: EUR 60,000); all other shareholders’ representatives: EUR 40,000 (2010/11: 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 0.4 million (2010/11: EUR 0.4 million) in the business year 2011/12. Payment of the compensation of the Supervisory Board for the business year 2011/12 is carried out at the latest 14 days after the Annual General Meeting on July 4, 2012. 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 2011/12. Fees for this matter are invoiced at the general hourly rates of the law firm of Binder Grösswang Rechtsanwälte GmbH applicable at the time. For the business year 2011/12, total net fees of EUR 89,791.00 (2010/11: EUR 59,410.84) were incurred for services provided by the law firm of Binder Grösswang Rechtsanwälte GmbH.
