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

Key Figures Group Notes OC Oerlikon Corporation AG, Pfäffikon
Related Party transactions
Notes to the consolidated financial statements
Compensation of Members of the Executive Committee
Members of the Executive Committee receive a compensation consisting of base salary and performance-based bonus paid in cash. In
addition, members of the Executive Committee participate in a long-term bonus plan paid in shares.
The compensation for the members of the Executive Committee is set by the Human Resources Committee and approved by the Board
of Directors at the end of the year. The achievement of targets defined for the annual short-term bonus are reviewed by the Human
Resources Committee at the end of the year and the bonus is usually paid in April of the following year.
In 2011, members of the Executive Committee participated in a long-term performance share program for 2011–14. In 2010, they participated
in a long-term performance share program for 2010–13.
The total compensation paid to members of the Executive Committee for the year 2011 was CHF 9.9 million. The highest compensation
paid to an individual Committee member was CHF 4.1 million.
Compensation to the Executive Committee is composed as follows:
in CHF 000 Salary
Bonus 1
LTI
(2008–11) 2
Total compensation to members of the
Executive Committee
Thereof highest paid to one individual:
2 870 2 637 – 116 545 434 875 287 2 138 9 902 9 944
4
Thomas Babacan (former COO) 562 1 116 – 41 – – 155 117 2 138 4 128 4 354
1 Effective bonus 2010 paid in 2011 and one bonus 2011 paid in 2011.
2 Accounting value of Performance Share Awards (PSA) is based on a weighted average share price of CHF 12.3 (grant date in 2008), CHF 4.6
(grant date in 2010) and CHF 6.8 (grant date in 2011). Accounting value of Restricted Stock Units (RSU) is based on a weighted average share
price of CHF 4.2 (grant date in 2009).
3 Other compensation includes expense, housing and car allowances.
4 Thomas Babacan’s employment ended on December 31, 2011. The severance payment included the contractually agreed base salary for 12
months and a contractually agreed termination payment. The highest compensation paid in 2010 went to the former General Counsel & Corporate
Secretary.
Compensation of Former Members of Governing Bodies
During 2011 no compensation was paid to former members of the Board of Directors, either by OC Oerlikon Corporation AG, Pfäffikon
or by any other company of the Oerlikon Group. A former member of the Executive Committee received a fee of CHF 21 000 for a board
membership. No compensation was paid to former members of the Board of Directors and the Executive Committee in 2010.
Share Ownership, Options and Related Instruments
The disclosure below follows article 663c para. 3 of the Swiss Code of Obligations which requires disclosure of share ownership, options
and related instruments individually for each member of the Board of Directors and Executive Committee including shares, options and
related instruments held by persons closely related to, and by companies controlled by members of the Board of Directors and Executive
Committee.
Members of the Board of Directors
LTI
(2009–11) 2
LTI
(2010–13) 2
Number of
Shares
LTI
(2011–14) 2
Pension
Number of
Restricted
Stock Units
(RSU)
Other
Compensation 3
Severance
payment
Number of
Options
Vladimir Kuznetsov 344 368 – 2 000 000
Tim Summers – 39 604 –
Kurt J. Hausheer 151 068 17 680 –
Dr. Urs A. Meyer 131 068 17 680 –
Carl Stadelhofer 44 580 17 680 –
Hans Ziegler 151 806 17 680 –
Gerhard Pegam 19 084 17 680 –
Wolfgang Tölsner 19 084 17 680 –
Total 861 058 145 684 2 000 000
Tim Summers (Chairman) and Carl Stadelhofer (Board Member) are also in senior positions at Renova Group. Mr. Summers is Chairman
of Venetos Management AG. Mr Stadelhofer is Chairman of Renova Industries Ltd. and Renova Holding Ltd., Vice President of Renova
Management AG and Chief Legal Counsel of Renova Group. 10 of his shares are held by a related party. Vladimir Kuznetsov (former
Chairman) is Management Director, Strategic Development at Renova Group. Dr. Urs A. Meyer (Board Member) was Chief Executive
Officer of Venetos Management AG until May 30, 2011. Since then, he has been in a mandate relationship with the Renova Group (regarding
his Board membership at OC Oerlikon Corporation AG, Pfäffikon).
Total
Compensation
2011
Total
Compensation
2010
Note 24 (cont.)
127