Other Information
79. Information on relationships with related parties
Transactions involving related parties are always conducted on an arm’s length basis.
At the Annual General Meeting of Shareholders on May 23, 2006, the so-called opting-out clause under the Act concerning the Disclosure of Management Board Remuneration was used and, following a proposal by the Management Board and Supervisory Board, it was resolved that in the Bank’s annual and consolidated financial statements for the financial years 2006 to 2010, at the latest until March 22, 2011, however, the information required in Section 285 (1) No. 9a and (5) to (9) and Section 314 (1) No. 6a (5) to (9) of the German Commercial Code is not to be disclosed. Hence the emoluments paid to members of the Management Board are not shown on an individualised basis.
Emoluments paid to members of the Supervisory Board and Management Board and to executives at Bereichsvorstand level
| Fixed salary |
Profit-related components |
Long-term incentives1 |
Total | |||||
|---|---|---|---|---|---|---|---|---|
| € millions | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 |
| Management Board of HVB AG | 4 | 5 | 5 | 4 | 1 | 7 | 10 | 16 |
| Supervisory Board of HVB AG for Supervisory Board activities |
0.8 | 1 | 0 | 0 | 0 | 0 | 0.8 | 1 |
| Former members of the Management Board of HVB AG and their surviving dependants |
11 | 12 | ||||||
| Executives at Bereichsvorstand level | 22 | 29 | ||||||
| Severance packages/provisions for severance packages for former members of the Management Board and executives at Bereichsvorstand level |
2 | 25 | ||||||
1 cash value of the share-based compensation
Details of share-based compensation:
| Number | |
|---|---|
| Members of the Management Board of HVB AG | |
| Options | |
| Stock options 2005 | 472,000 |
| Stock options 2006 | 508,633 |
| Performance shares | |
| Performance shares 2005 | 201,000 |
| Performance shares 2006 | 195,333 |
For more details of the stock options and performance shares, please
refer to Note 32, where the UniCredit Group’s long-term incentive
programme underlying these instruments is described.
Non-monetary compensation and other fringe benefits are granted to members of the Management Board to the usual extent. The amounts involved are included in the totals for fixed compensation shown.
Compensation paid to members of the Management Board or employees of HVB AG for positions on Supervisory Boards of Group companies is to be surrendered to HVB AG.
Under the pension commitments to the members of the Management Board, a total of €560,000 was transferred to provisions for pensions in 2006, €463,000 million of which was deferred compensation invested in a fund in 2006.
At December 31, 2006, HVB AG had pension provisions for members of the Management Board and their surviving dependants compliant with Section 285, German Commercial Code, totalling €92 million. The pension provision for retired members of the Management Board compliant with IFRS totalled €124 million.
No compensation was paid to members of the Supervisory Board in 2006 for services rendered.
In 2006, expense allowances totalling €86,978.73 were paid to members of the Supervisory Board.
Compensation of members of the Supervisory Board
The following table shows the breakdown of compensation paid to members of the Supervisory Board for 2006.
| € | Fixed compensation |
Variable compensation |
Compensation for committee work |
Total (excl. value-added tax) |
|
|---|---|---|---|---|---|
| Alessandro Profumo, Chairman | 50,000.00 | 22,400.00 | 20,000.00 | 92,400.00 | (63,155.40)6 |
| Peter König1, Deputy Chairman | 37,500.00 | 16,800.00 | 16,328.77 | 70,628.77 | |
| Dr. Lothar Meyer, Deputy Chairman | 37,500.00 | 16,800.00 | 40,000.00 | 94,300.00 | |
| Aldo Bulgarelli | 25,000.00 | 11,200.00 | 36,200.00 | (24,742.70)6 | |
| Beate Dura-Kempf2 | 20,410.96 | 9,144.11 | 29,555.07 | ||
| Sergio Ermotti3 | 9,041.10 | 4,050.41 | 13,091.51 | (8,948.05)6 | |
| Paolo Fiorentino | 25,000.00 | 11,200.00 | 36,200.00 | (24,742.70)6 | |
| Dario Frigerio | 25,000.00 | 11,200.00 | 36,200.00 | (24,742.70)6 | |
| Klaus Grünewald | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Anton Hofer | 25,000.00 | 11,200.00 | 20,000.00 | 56,200.00 | |
| Friedrich Koch | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Hanns-Peter Kreuser | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Ranieri de Marchis | 25,000.00 | 11,200.00 | 20,000.00 | 56,200.00 | (38,412.70)6 |
| Herbert Munker4 | 4,589.04 | 2,055.89 | 3,671.23 | 10,316.16 | |
| Roberto Nicastro | 25,000.00 | 11,200.00 | 36,200.00 | (24,742.70)6 | |
| Vittorio Ogliengo | 25,000.00 | 11,200.00 | 36,200.00 | (24,742.70)6 | |
| Carlo Salvatori5 | 15,958.90 | 7,149.59 | 23,108.49 | (15,794.65)6 | |
| Professor Hans-Werner Sinn | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Maria-Magdalena Stadler | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Ursula Titze | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Jens-Uwe Wächter | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Helmut Wunder | 25,000.00 | 11,200.00 | 36,200.00 | ||
| Total | 550,000.00 | 246,400.00 | 120,000.00 | 916,400.00 | 800,624.306 |
1 member of the Audit Committee since March 9, 2006
2 since March 9, 2006
3 since August 22, 2006
4 until March 8, 2006
5 until August 21, 2006
6 after deduction of 30% supervisory board tax and 5.5% solidarity surcharge
The total amount of loans and advances made to, and liabilities assumed for, members of the Supervisory Board and Management Board and to executives at Bereichsvorstand level at the balance sheet date was as follows:
| € millions | 2006 | 2005 |
|---|---|---|
| Management Board of HVB AG | 5 | 1 |
| Supervisory Board of HVB AG | 1 | 1 |
| Executives at Bereichsvorstand level | 2 | 7 |
Interest is payable on all loans and advances made to members
of the Management Board and the Supervisory Board, and to the
executives at Bereichsvorstand level at usual market rates.
Director’s dealings and shares held by members of the Management Board and Supervisory Board
Section 15a of the German Securities Trading Act (WpHG) requires the members of the Management Board and the Supervisory Board, and certain people closely related to them, to disclose transactions involving shares of HVB AG, or financial instruments based on such shares, provided the value of such transactions exceeds the amount of €5,000.00 in a given calendar year.
The following transactions have been notified to HVB AG for the 2006 financial year:
| Name, function | Type of transaction |
Name of security |
German Securities Identification Number/ISIN-Number |
Completion date |
Number | Price per share in € |
Volume |
|---|---|---|---|---|---|---|---|
| in € | |||||||
| Helmut Wunder, member of the Supervisory Board of HVB AG |
Sale | Common bearer stock of Bayerische Hypo- und Vereinsbank Aktiengesellschaft |
WKN: 802200 ISIN DE 0008022005 |
September 14, 2006 |
500 | 33.50 | 16,750.00 |
All transactions have been published under Corporate Governance on the Bank’s website at www.hvb.com/dealings.
At December 31, 2006, the members of the Management Board held no shares of HVB AG. At that same date, the members of the Supervisory Board held less than 1% of the entire stock issued by HVB AG.