ONE ROOF

Notes to the Consolidated Financial Statements
190 Annual Report 2009
Transactions with material related parties gave rise to amounts
in the financial statements as follows:
(EUR thousand) 2009 2008
Loans 354,231 308,952
Receivables 74,134 60,710
Payables 8 14
Sales 17,804 11,268
Goods and services
purchased 108 299
Other operating income 115 169
Interest income 13,031 18,273
The loans concern the financing of the acquisition of aurelis
Real Estate and of Budapest Airport.
All transactions were conducted on an arm’s length basis.
As in 2008, no material transactions were entered into be-
tween HOCHTIEF Aktiengesellschaft or any Group company
and Executive or Supervisory Board members or persons or
companies close to them during the 2009 fiscal year. There
were no conflicts of interest involving Executive Board or
Supervisory Board members.
38. Total Executive Board and Supervisory Board com-
pensation
The Compensation Report on pages 17–21 of this Annual Report
outlines the principles applied when determining Executive
Board compensation at HOCHTIEF Aktiengesellschaft and
explains the amount and composition of that compensation.
The principles applied and the amount of Supervisory Board
compensation are also described. The Compensation Report
is based on the recommendations of the German Corporate
Governance Code. The Compensation Report also forms an
integral part of the combined Management Report.
For fiscal 2009, the Executive Board members received fixed
compensation in a total amount of EUR 2,903,000, performance-linked
compensation totaling EUR 3,033,000 and combined
non-cash benefits of EUR 215,000. Long-term compensation
components from LTIP 2009, amounting to EUR
2,292,000, were also allocated for fiscal 2009. Total compensation
for the 2009 fiscal year thus amounts to EUR 8,443,000
(2008: EUR 8,440,000).
The granting of the second tranche of the Retention Stock Award
plan (RSA 2008) resulted in a EUR 8,106,000 extraordinary increase
in the total compensation amount by the imputed market
value of the second tranche, raising total compensation for
fiscal 2009 to EUR 16,549,000 (2008: EUR 15,925,000). Although
RSA 2008 runs for seven years, each of its three tranches is
required to be accounted for at fair value at the grant date.
This value is determined as of the grant date using the Black/
Scholes option pricing model. The fair value at the end of the
waiting period differs from the fair value at the grant date and
depends on the future performance of the HOCHTIEF stock
price. To further stress the long-term nature of the incentive
systems, the Supervisory Board adopted a resolution to modify
the conditions for future stock appreciation rights such that
the waiting period is extended to four years. Plans will therefore
be issued in the future with a term of seven years.
The present value of pension benefits for former Executive
Board members is EUR 34,946,000 (2008: EUR 31,976,000).
This amount is fully covered by plan assets in the form of pension
liability insurance entitlements and the HOCHTIEF pension
fund.
Pension payments to former members of the Executive Board
and their surviving dependants were EUR 12,613,000 in 2009
(2008: EUR 3,116,000). The increase from the prior year mainly
relates to the exercise of long-term incentive plans.
Total compensation for the members of the Supervisory
Board came to EUR 1,994,000 (2008: EUR 1,897,000).
39. Auditing fees
Fees for services provided by auditors Deloitte & Touche were
paid and recognized as expenses as follows:
(EUR thousand) 2009 2008
Financial statement audits 4,106 4,137
Of which in Germany [1,486] [1,423]
Other auditing and valuation
services 763 212
Of which in Germany [690] [45]
Tax consulting 354 639
Of which in Germany
Other services for HOCHTIEF
Aktiengesellschaft or subsidi-
[–] [184]
aries 112 39
Of which in Germany [–] [–]
5,335 5,027