Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

126
Related Party transactions
Key Figures Group Notes OC Oerlikon Corporation AG, Pfäffikon
Notes to the consolidated financial statements
Related parties include members of the Board of Directors, the Executive Committee, employee benefit plans and important shareholders
as well as companies under their control or joint control. Transactions with related parties are generally conducted at arm’s
length.
Significant Shareholders
The share capital of CHF 323 124 010 consists of 323 124 010 registered shares, each with a par value of CHF 1.00. On December 31,
2011 conditional capital amounted to CHF 64 174 919 (2010: CHF 64 213 458).
The only shareholder registered as holding more than 5 % as at December 31, 2011 was:
Share ownership�
Shareholder No of shares in %
Renova Group 2 155 035 964 47.98 %
1 Disclosure notification pursuant to Article 20 of the Swiss Stock Exchange Law by Renova Group (published by SIX Exchange Regulation on
November 4, 2011).
2 Renova Group is composed of Liwet Holding AG, Zurich, Switzerland, Renova Industries Ltd., Nassau, Bahamas, and Lamesa Holding S.A.,
Panama, Republic of Panama. Beneficial owner (as per disclosure notification): Viktor F. Vekselberg, Zug and Moscow. At the end of 2010 Liwet
Holding AG held 46.11 % of the issued Oerlikon shares.
Compensation of Non-Executive Members of the Board of Directors
Members of the Board of Directors receive a cash compensation and Restricted Stock Units (RSU). The cash compensation consists of
a Board member fee, a fee for Committee Chairmen, a fee for Committee members and a fee for the Chairman of the Board of Directors.
In addition, a cash allowance is paid to all Board members. Board members receive Restricted Stock Units (RSU) which are blocked from
their grant at the annual shareholders meeting until the following annual shareholders meeting at which time they are converted into
Oerlikon shares. For Directors resigning their mandate prior to the end of the term, the number of RSU converted into shares is determined
at the sole discretion of the Board of Directors.
The compensation is set by the Human Resources Committee and approved by the Board of Directors after the annual shareholders
meeting.
The total compensation for the eight non-executive members of the Board of Directors in 2011 was CHF 2.3 million. In 2010 the total
compensation for the six non-executive members of the Board of Directors amounted to CHF 2.0 million. In 2010, Hans Ziegler was an
executive member of the Board of Directors. In 2010, the total amount paid to executive and non-executive members of the Board of
Directors was CHF 3.4 million.
in CHF 000 Board of
Directors
Strategy
Committee
Audit
Committee
HR
Committee
Cash
Compensation
Restricted Stock
Units (RSU)
2010/11 1
Restricted Stock
Units (RSU)
2011/12 1
Other
Compensation
2
Total
Compensation
2011
Total
Compensation
2010
Vladimir Kuznetsov C 3 C 3 52 134 – 25 212 562
Tim Summers C 4 C 4 C 4 99 – 161 17 277 –
Kurt J. Hausheer M C 132 60 70 24 287 359
Dr. Urs A. Meyer M C 3 M 138 60 72 25 294 389
Hans Ziegler M M M 137 60 72 25 293 1 311
Carl Stadelhofer M M 103 60 72 23 258 338
Gerhard Pegam M M 106 60 70 5 241 135
Wolfgang Tölsner 5 M M 341 60 72 5 478 260
Total 1 108 494 588 149 2 339 3 354
C(hairman), M(ember)
1 Accounting value of restricted stock units (RSU) for the mandate 2010/11 is based on a share price of CHF 5.0 (grant date) and for the mandate
2011/12 it is based on a share price of CHF 6.9 (grant date).
2 Other compensation consists of social security contributions and an expense allowance which are paid by OC Oerlikon Corporation AG,
Pfäffikon.
3 Until May 10, 2011.
4 As of May 10, 2011.
5 Mr. Tölsner received, in addition to his Board remuneration, a fee for his consultancy work for Oerlikon Group companies, which is already included
in the cash compensation.
Note 24