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17
Annual Report 2009
The Company » Shares and bonds
stock exchanges in Germany. In the USA, investors are able
to invest in Henkel preferred and ordinary shares by way of
stock ownership certificates obtained through the Sponsored
Level I ADR (American Depositary Receipt) Program. The
number of ADRs representing ordinary and preferred shares
outstanding at the end of the year was about 5.1 million
(end of 2008: 6.3 million).
Share data
Preferred Ordinary
Security code no. 604843 604840
ISIN code DE0006048432 DE0006048408
Stock exch. symbol HEN3.ETR HEN.ETR
Number of shares 178,162,875 259,795,875
The international significance of Henkel preferred shares
derives not least from their inclusion in major indexes that
serve as important indicators for the capital market and as
benchmarks for fund managers. Particularly noteworthy in
this respect are the MSCI World, the Dow Jones Euro Stoxx,
and the FTSE World Europe indexes. Henkel is also listed in
the Dow Jones Titans 30 Personal & Household Goods index,
confirming our position as one of the 30 most important
listed corporations operating in the personal and house-
hold goods sectors worldwide. And as a DAX stock, Henkel
counts as one of the 30 most important listed companies
Trading volumes decreased compared to the previous year,
as did the average trading volume figures for the DAX as a
whole. Each trading day saw an average of 1.0 million pre-
ferred shares changing hands (previous year: 1.7 million).
The average volume in the case of our ordinary shares de-
creased to 200,000 per trading day (previous year: 330,000).
Due to the increase in price levels, the market capitalization
of our ordinary and preferred shares combined rose from
8.9 billion euros to 14.6 billion euros.
Henkel shares remain an attractive investment for long-
term investors. Shareholders who invested 1,000 euros when
Henkel’s preferred shares were issued in 1985, and then
re-invested the dividends received (excluding taxes) in the
stock, would have had a portfolio value of about 11,070 euros
by the end of 2009. This represents investment growth of
1,007 percent or an average yield of 10.4 percent per year.
Over the same period, DAX tracking would have provided
an annual yield of 7.0 percent. And over the last five and
ten years, the Henkel share has shown an average yield of
13.4 and 7.0 percent per year respectively.
Henkel shares listed in all major indexes
Henkel shares are predominantly traded on the Xetra elec-
tronic market of the Frankfurt Stock Exchange. Henkel is
also represented on the floor of this and all other regional
Key data on Henkel shares 2005 to 2009
in euros1) 2005 2006 2007 2008 2009
Earnings per share
Ordinary share 1.75 1.97 2.12
2.81 1.38
Preferred share 1.77 1.99 2.14
2.83 1.40
Share price at year-end
2)
Ordinary share 26.18 32.73 34.95
18.75 31.15
Preferred share 28.33 37.16 38.43
22.59 36.43
High for the year
2)
Ordinary share 26.18 33.14 37.50
34.95 31.60
Preferred share 28.37 37.82 41.60
38.43 36.87
Low for the year
2)
Ordinary share 20.32 25.66 29.96
16.68 16.19
Preferred share 21.46 28.21 33.70
19.30 17.84
Dividends
Ordinary share 0.43 0.48 0.51
0.51 0.51
3)
Preferred share 0.45 0.50 0.53
0.53 0.53
3)
Market capitalization
2) in bn euros 11.8 15.1 15.9 8.9 14.6
Ordinary share
in bn euros 6.8 8.5 9.1
4.9 8.1
Preferred share
in bn euros 5.0 6.6 6.8
4.0 6.5
2)
Closing share prices, Xetra trading system
3)
Proposed
18 Annual Report 2009
The Company » Shares and bonds
2.2 percent of the total preferred shares outstanding.
The vesting period for newly acquired ESP shares is three
years.
Henkel bonds
Henkel is represented in the international bonds markets by
three bonds with a total volume of 3.3 billion euros:
Bond data
Senior bond Senior bond Hybrid bond
Due date June 10, 2013
March 19, 2014
Nov. 25, 2104
1)
Volume 1.0 bn euros
1.0 bn euros
1.3 bn euros
Nominal coupon 4.25 %
4.625 %
5.375 %
Coupon
payment date June 10
March 19
Nov. 25
Listing Frankfurt
Luxembourg
Luxembourg
Security code no. 664196 A0AD9Q A0JBUR
ISIN code DE0006641962
XS0418268198
XS0234434222
1) First call option for Henkel on November 25, 2015
Further detailed information regarding these bonds,
current developments in their respective prices and the
associated risk premium (credit margin) can be found
on our website www.henkel.com/ir.
Committed to capital market communication
Henkel is covered by numerous financial analysts, primarily
in the UK, Germany and the USA. Over 35 equity and debt
analysts regularly publish reports and commentaries on
the performance of the company.
Henkel places great importance on meaningful dialogue
with both investors and analysts. In 2009, institutional inves-
tors and financial analysts were afforded the opportunity
to talk directly with our top management in more than
30 capital market conferences and road shows held in
Europe and North America. The two highlights of the year
in Germany. As of year-end 2009, the market capitalization
of the DAX-relevant preferred shares was 6.5 billion euros,
placing Henkel 20th among the DAX companies (2008: 24th).
In terms of trading volumes, Henkel was ranked 28th on the
list (2008: 29th). Our DAX weighting was 1.22 percent.
International shareholder structure
According to notices of disclosure received by the company,
the Henkel family owns a majority of the ordinary shares
amounting to 52.57 percent. Silchester International Inves-
tors Limited headquartered in London, UK, holds 3.01 per-
cent of our ordinary shares. We have received no further
notices of disclosure from other shareholders indicating a
notifiable shareholding in excess of 3 percent of the voting
shares. The ownership pattern of our preferred shares – the
significantly more liquid class of stock – shows a free float of
100 percent. A majority of these shares are owned by institu-
tional investors with globally distributed shareholdings.
In the period up to 2007, Henkel repurchased around 7.5 mil-
lion preferred shares to fund the Stock Incentive Plan oper-
ated for our senior executive personnel. As of December 31,
2009, this treasury stock amounted to 4.5 million preferred
shares.
Employee shares
Since 2001, Henkel has been operating a share ownership
plan for all employees worldwide. For each euro invested
by an employee (limited to 4 percent of salary up to a maxi-
mum of 5,000 euros per year), Henkel added an additional
33 cents in 2009. The number of participants in this Em-
ployee Share Program (ESP) decreased in the year under
review with around 9,500 employees in 56 countries buying
Henkel shares within the framework of the 2009 tranche.
At year-end, around 14,000 employees held a total of some
four million shares within the ESP, representing roughly
Analyst recommendations
Hold 39 %
Buy 42 %
Sell 19 %
At December 31, 2009; basis: 30 equity analysts
Shareholder structure:
Institutional investors holding Henkel preferred shares
Switzerland 8 %
Germany 10 %
USA 26 %
UK 26 %
Rest of World 10 %
Rest of Europe 20 %
Source: Thomson Reuters
19
Annual Report 2009
The Company » Shares and bonds
were our Analyst and Investor Conference held in Düssel-
dorf on February 25, 2009, and our Investor Day for the
Laundry & Home Care business sector which took place on
September 2, 2009. At this latter conference, Dr. Friedrich
Stara and his management team presented the strategy and
new developments of the Laundry & Home Care business
sector to about 50 analysts and investors from around the
world. In addition, we held numerous telephone confer-
ences and one-on-one meetings – amounting to more than
500 events in all.
Private investors are able to receive all relevant informa-
tion through telephone enquiry or via the Investor Relations
website www.henkel.com/ir. This also serves as the medium
for the live broadcast of telephone and analyst conferences as
well as the transmission of the Annual General Meeting. The
latter also offers all shareholders the possibility of obtaining
extensive information from Henkel’s management.
The quality of our capital market communication was
again evaluated in 2009 by various independent ranking
organizations. Once more, our Investor Relations team gar-
nered a number of top positions in various comparisons
with European corporations in the home & personal care
category.
You will find a financialcalendar with all our important
publishing and announcement dates on the inside back
cover of this Annual Report.
Interdisciplinary teamwork on behalf of the operating business sectors: Experts from Purchasing working
together with packaging developers in order to harmonize the color composition of plastics-based containers.
The plastic granulates they are selecting – known as master batches – are used in the manufacture of bottles
or caps to give them their color. By working together, the team lays the foundations for improved efficiency
and cost economy.
From the left:
UlrikeDanne Dr.ChristianKirsten ManuelDelgado Dr.JanineVoß RobertBossuyt
Packaging Manager –
Cosmetics/Toiletries
Head of Purchasing –
Cosmetics/Toiletries
Worldwide
Purchasing Manager –
Plastics Material Group
and Head of Purchasing
Spain/Portugal
Project Manager for
Master Batches in the
Purchasing Dept.
Head of Purchasing –
Laundry & Home Care
Worldwide
21
Annual Report 2009
45 Acquisitions and divestments
45 Capital expenditures
46 Net assets
47 Financing
48 Financial position
48 Key financial ratios
48 Employees
51 Procurement
52 Production
53 Research and development
55 Marketing and distribution
56 Sustainability/
Corporate social responsibility
58 Business sector performance
58 Laundry & Home Care
62 Cosmetics/Toiletries
66 Adhesive Technologies
71 Risk report
71 Risk management system
72 Disclosure of major individual risks
75 Overall risk
76 Forecast
76 General economic development
76 Sector development
77 Opportunities
77 Outlook for the Henkel Group in 2010
78 Long-term sales and profits forecast:
2012 financial targets
78 Subsequent events
22 I. Corporate governance/
Corporate management report
26 II. Remuneration report
34 Operational activities
34 Overview
34 Organization and business sectors
34 Strategy and financial targets for 2012
34 Starting point
35 Strategic priorities and progress in fiscal 2009
36 Financial targets for 2012
37 Value-based management and control system
37 EVA® and ROCE
38 Statutory and regulatory situation
39 Business performance
39 World economy
39 Private consumption and
developments by sector
40 Management Board review of business
performance
41 Sales and profits
43 “Global Excellence” restructuring program
43 National Starch:
integration of operational activities
44 Expense items
44 Other operating income and charges
44 Financial result
44 Net earnings
45 Dividends and distribution policy
45 Earnings per share (EPS)
22 Annual Report 2009
the Articles of Association [Corporate Bylaws]). All shares of
Henkel Management AG are held by the corporation.
» The rights and duties of the supervisory board of a KGaA
are more limited compared to those of the supervisory
board of an AG. In particular, the supervisory board is
not authorized to appoint personally liable partners, to
preside over the associated contractual arrangements, to
impose procedural rules on the management board or to
rule on business transactions. A KGaA is not required to
appoint a director of labor affairs, even if, like Henkel, the
company is bound to abide by Germany’s Codetermination
Act of 1976.
» The general meeting of a KGaA essentially has the same
rights as the shareholders’ meeting of an AG. In addition,
it votes on the adoption of the annual financial statements
of the corporation; it further formally approves the actions
of the personally liable partners. In the case of Henkel, it
also elects and approves the actions of the members of
the Shareholders’ Committee. Resolutions passed in gen-
eral meeting require the approval of the personally liable
partner where they involve matters which, in the case of
a partnership, require the authorization of the personally
liable partners and also that of the limited partners (Clause
285 (2) AktG) or relate to the adoption of annual financial
statements (Clause 286 (1) AktG).
According to our Articles of Association, in addition to the
Supervisory Board, Henkel also has a standing Shareholders’
Committee comprising a minimum of five and a maximum
of ten members, all of whom are elected by the Annual Gen-
eral Meeting [AGM] (Article 27 of the Articles of Association).
The Shareholders’ Committee is required in particular to
perform the following five functions:
1. It acts in place of the AGM in guiding the business activi-
ties of the corporation.
2. It decides on the appointment and dismissal of person-
ally liable partners.
3. It holds both the power of representation and executive
powers over the legal relationships prevailing between
the corporation and Henkel Management AG as the per-
sonally liable partner.
4. It exercises the voting rights of the corporation in the
General Meeting of Henkel Management AG.
5. And it issues rules of procedure incumbent upon Henkel
Management AG (Clause 278 (2) AktG in conjunction with
Clauses 114 and 161 HGB and Articles 8, 9 and 26 of the
Articles of Association).
Corporate governance at
Henkel AG & Co. KGaA
Corporategovernanceinthesenseofresponsible,
transparentmanagementandcontrolofthecorpora-
tionalignedtothelong-termincreaseinshareholder
valuehaslongbeenanintegralcomponentofourcor-
porateculture,andwillremainsointothefuture.
Consequently,theManagementBoard,Share-
holders’CommitteeandSupervisoryBoardhave
committedtothefollowingprinciples:
»Valuecreationasthefoundationofourmanage-
rialapproach
»Sustainabilityachievedthroughtheapplicationof
sociallyresponsiblemanagementprinciples
»Transparencysupportedbyanactiveandopen
informationpolicy
I. Corporate governance/Corporate
management report
This Corporate Governance Report describes the principles of
the management and control structure, corporate steward-
ship and also the essential rights of shareholders of Henkel
AG & Co. KGaA; in addition, it explains the special features
that arise from our particular legal form and our Articles of
Association as compared to a joint stock corporation (AG in
Germany). It takes into account the recommendations of the
German Corporate Governance Code and contains all the in-
formation required according to Clause 289 (4), Clause 289 (a)
and Clause 315 (4) of the German Commercial Code [HGB].
Legal form/Special statutory features of
Henkel AG & Co. KGaA
Henkel is a “Kommanditgesellschaft auf Aktien” (KGaA).
A KGaA is a company with its own legal personality (i.e.
it is a legal person) in which at least one partner assumes
unlimited liability in respect of the company’s creditors
(personally liable partner). The other partners participate
in the capital stock, which is split into shares, and their
liability is limited by these shares; they are thus not liable
for the company’s debts (limited partners per Clause 278 (1)
German Joint Stock Corporation Act [AktG]).
There are the following major differences with respect
to an AG:
»At Henkel AG & Co. KGaA, the executive role is assigned
to Henkel Management AG – acting through its manage-
ment board – as the sole personally liable partner (Clause
278 (2), Clause 283 AktG in conjunction with Article 11 of
Group management report » Corporate governance
Group management report
23
Annual Report 2009
Authorized capital; share buy-back
According to Art. 6 (5) of the Articles of Association, there
is an authorized capital limit. Acting within this limit, the
personally liable partner is authorized, subject to the ap-
proval of the Supervisory Board and of the Shareholders’
Committee, to increase the capital stock of the corporation
in one or several acts until April 9, 2011, by up to a total of
25,600,000 euros through the issue for cash of new preferred
shares with no voting rights. All shareholders are essentially
assigned pre-emptive rights. However, these may be set aside
provided that the issue price of the new shares is not sig-
nificantly below the quoted market price of the shares of
the same class at the time of final stipulation of the issue
price. They may also be set aside in order to facilitate the
disposal of fractional amounts of shares.
In addition, the personally liable partner is authorized to
purchase ordinary and/or preferred shares of the corporation
at any time up to October 19, 2010, subject to the condition
that the shares acquired on the basis of such authoriza-
tion, together with the other shares that the corporation
has already acquired and holds as treasury stock, shall not
at any time exceed 10 percent in total of the capital stock.
This authorization can be exercised for any legal purpose.
To the exclusion of the pre-emptive rights of existing share-
holders, treasury stock may be used to operate the Stock
Incentive Plan of the Henkel Group or transferred to third
parties for the purpose of acquiring companies or invest-
ing in companies. Treasury stock may also be sold to third
parties against payment in cash, provided that the selling
price is not significantly below the quoted market price at
the time of share disposal.
Major shareholders
According to notifications received by the company on De-
cember 30, 2009, a total of 52.57 percent of the voting rights
is held by parties to the Henkel family’s share-pooling agree-
ment. This agreement was concluded between members of the
families of the descendants of company founder Fritz Henkel;
it contains restrictions with respect to transfers of the ordi-
nary shares covered (Art. 7 of the Articles of Association).
Interaction between Management Board,
Shareholders’ Committee, Supervisory Board;
other committees
The Management Board of Henkel Management AG (“Man-
agement Board”), which is responsible for the corporation’s
operating business, the Shareholders’ Committee and the
Capital stock denominations; shareholder rights
The capital stock of the corporation amounts to 437,958,750
euros. It is divided into a total of 437,958,750 bearer shares
of no par value, of which 259,795,875 are ordinary bearer
shares (proportion of capital stock: 259,795,875 euros or
59.3 percent) and 178,162,875 preferred shares (proportion
of capital stock: 178,162,875 euros or 40.7 percent).
Each ordinary share grants to its holder one vote. The
preferred shares accord to their holder all shareholder rights
apart from the right to vote. Unless otherwise resolved in
General Meeting, the unappropriated profit is distributed
as follows: first, the holders of preferred shares receive a
preferred dividend in the amount of 0.04 euros per preferred
share. The holders of ordinary shares then receive a dividend
of 0.02 euros per ordinary share, with the residual amount
being distributed to the holders of ordinary and preferred
shares in accordance with the proportion of the capital
stock attributable to them (Article 35 (2) of the Articles of
Association). If the preferred dividend is not paid out either
in part or in whole in a year, and the arrears are not paid
off in the following year together with the full preferred
share dividend for that second year, the holders of preferred
shares are accorded voting rights until such arrears are
paid (Clause 140 (2) AktG). Cancellation or limitation of this
preferred dividend requires the consent of the holders of
preferred shares (Clause 141 (1) AktG).
There are no shares bearing cumulative/plural voting
rights, preferential voting rights or maximum voting rights
(voting restrictions).
The shareholders exercise their rights in the Annual
General Meeting as per the relevant statutory provisions and
the Articles of Association of Henkel AG & Co. KGaA. In par-
ticular, they may vote (as per entitlement), speak on agenda
items, ask relevant questions and propose motions.
Unless otherwise required by mandatory provisions of
statute or the Articles of Association, the resolutions of the
General Meeting are adopted by simple majority of the votes
cast and, inasmuch as a majority of shares is required by
statute, by simple majority of the voting stock represented
(Art. 24 of the Articles of Association). This also applies to
changes in the Articles of Association. However, modifica-
tions to the object of the company require a three-quarters’
majority (Clause 179 (2) AktG).
Group management report » Corporate governance
24 Annual Report 2009
tatives on the Supervisory Board. The Chairperson of the
Audit Committee is elected from candidates proposed by
the shareholder representatives on the Supervisory Board.
The Chairperson of the Audit Committee is someone other
than the Chairperson of the Supervisory Board or a former
member of the Management Board, and should be an expert
in the fields of accountancy and auditing, and in the applica-
tion of internal checks and balances. The Audit Committee
prepares the proceedings and resolutions of the Supervisory
Board relating to adoption of the annual financial state-
ments and the consolidated financial statements, and also
the auditor appointment proposal to be made to the Annual
General Meeting. It is also concerned with monitoring the
accounting process, the effectiveness of the internal checks
and balances, the risk management system and the internal
auditing and review system, and with compliance issues. It
further discusses with the Management Board the quarterly
reports and the financial report for the half-year prior to
their publication, issues audit mandates to the auditors and
defines the focal areas of the audit or review.
The Nominations Committee comprises the Chairperson
of the Supervisory Board and two further members elect-
ed by the shareholder representatives on the Supervisory
Board; the Chairperson of the Supervisory Board is also
Chairperson of the Nominations Committee. The Nomina-
tions Committee prepares the proposals to be submitted by
the Supervisory Board to the Annual General Meeting for the
election of members to the Supervisory Board (shareholder
representatives).
At regular intervals, the Supervisory Board and the
Shareholders’ Committee carry out an internal review to
determine the efficiency with which they and their com-
mittees/subcommittees are performing their duties. This
self-assessment is performed on the basis of a comprehensive
checklist which also contains items relating to corporate
governance and improvement indicators. Pursuant to the
German Corporate Governance Code, conflicts of interest
must be disclosed in an appropriate manner to the Supervi-
sory Board or Shareholders’ Committee, particularly those
that may arise as the result of a consultancy or committee
function performed in the service of customers, suppliers,
lenders or other business partners. Members encountering
material conflicts of interest that are more than just tem-
porary are required to resign their mandate.
Cooperation within the Management Board of Henkel
Management AG and the division of responsibilities are
regulated by rules of procedure issued by the Supervisory
Supervisory Board of the corporation cooperate closely for
the benefit of the organization.
The Management Board agrees the strategic alignment
of the corporation with the Shareholders’ Committee and
discusses with it at regular intervals the status of imple-
mentation of said strategy.
In keeping with good corporate management practice,
the Management Board informs the Shareholders’ Commit-
tee and the Supervisory Board regularly, and in a timely
and comprehensive fashion, of all issues of relevance to the
corporation concerning business policy, corporate planning,
profitability, the business development of the corporation
and of major Group companies, and also matters relating
to the risk situation and risk management.
The Shareholders’ Committee has determined the trans-
actions of fundamental significance that are subject to its
consent (Article 26 of the Articles of Association). These
relate, in particular, to decisions or measures that mate-
rially change the net assets, financial position or results
of operations of the corporation. The Management Board
complies with these rights of consent and also the spheres
of authority of the General Meeting in matters subject to
statutory control.
The Shareholders’ Committee passes its resolutions on the
basis of a simple majority of the votes cast. It has established a
Finance Subcommittee and a Human Resources Subcommit-
tee, each of which comprises five members of the Sharehold-
ers’ Committee. The Finance Subcommittee deals principally
with the financial matters, accounting issues including exter-
nal auditing, taxation planning and accounting policies, and
the internal auditing and risk management of the corpora-
tion. It also carries out the necessary preparatory work for
decisions to be taken by the Shareholders’ Committee in such
affairs. The Human Resources Subcommittee deals principally
with personnel matters relating to the members of the Man-
agement Board, human resources strategy, and remuneration.
It is also concerned with successor planning and identifying
management potential within the individual business sectors,
taking into account relevant diversity aspects.
The Supervisory Board passes its resolutions by simple ma-
jority of the votes cast. In the event of a tie, the Chairperson
has the casting vote. The Supervisory Board has established
an Audit Committee and a Nominations Committee. The
Audit Committee is made up of three shareholder and three
employee-representative members of the Supervisory Board,
each elected by the Supervisory Board based on proposals
of their fellow shareholder or fellow employee represen-
Group management report » Corporate governance
25
Annual Report 2009
pliance organization with locally and regionally responsible
compliance officers led by a globally responsible Chief Com-
pliance Officer. The CCO manages and controls compliance-
related activities undertaken at the corporate level, oversees
fulfillment of both internal and external regulations, and
supports the corporation in the further development and
implementation of the associated standards. He is assisted
in this capacity by Internal Audit and also by a Compliance
Committee of interdisciplinary composition.
The remit of the locally and regionally responsible com-
pliance officers includes organizing and overseeing the
training activities and implementation measures tailored
to the specific requirements of their locations. They report
through the locally or regionally responsible Presidents
to the Chief Compliance Officer. The CCO and the Head of
Internal Audit report to the Management Board and also
the Audit Committee of the Supervisory Board on identified
compliance violations.
The procedures to be adopted in the event of complaints
or suspicion of malpractice also constitute an important ele-
ment of the compliance regime. In addition to our internal
reporting system and complaint registration channels, em-
ployees may also, for the purpose of reporting serious viola-
tions to the CCO, anonymously use a Compliance Hotline
operated by an external service-provider. This agency is man-
dated to initiate the necessary follow-up procedures.
Our corporate compliance activities are focused on the
fields of safety, health and the environment, antitrust law
and the fight against corruption. Further compliance-rele-
vant areas relate to capital market law. Supplementing the
legal provisions, internal codes of conduct have been put in
place to regulate the treatment of information that has the
potential to affect share prices. There are also rules that go
beyond the legal requirements, governing the behavior of
the members of the Board of Management, the Shareholders’
Committee and the Supervisory Board, and also employees
of the corporation who, due to their function or involvement
in projects, have access to insider information.
For further details relating to the principles guiding
our corporate stewardship, please go to our website www.
henkel.com/sustainability.
Application of the German
Corporate Governance Code
Notwithstanding the special features arising from our legal
form and Articles of Association, Henkel AG & Co. KGaA
complies with the recommendations (“shall” provisions)
Board of Henkel Management AG. The Management Board
reaches its decisions by simple majority of the votes cast. In
the event of a tie, the Chairperson has the casting vote.
Some members of the Supervisory Board and of the
Shareholders’ Committee are or were in past years holders of
senior managerial positions in other companies. Inasmuch
as Henkel pursues business activities with these companies,
the same arm’s length principles apply as those applicable
to transactions with and between unrelated third parties.
We are of the view that, in this respect, there are no con-
flicts of interest or doubts as to the independence of the
members concerned.
For more details on the composition of the Management
Board, the Supervisory Board and the Shareholders’ Com-
mittee and also the subcommittees established within the
Supervisory Board and the committees of the Shareholders’
Committee, please refer to pages 134 to 140.
For further details with respect to corporate governance
in general, please go to our website at www.henkel.com/ir.
Principles of corporate stewardship/Compliance
The corporation, our management bodies and our employees
around the world orientate their activities to our corporate
vision and values so that our daily work may be constantly
aligned to the guiding principles of sustainable develop-
ment. These provide the framework governing the conduct
and actions of Henkel employees in all areas of business
and in all localities in which Henkel operates. They are an
expression of our own corporate culture.
Henkel is committed to ensuring that all business trans-
actions are conducted in an ethically irreproachable, legal
fashion. The Management Board has therefore issued a series
of Group-wide codes, standards and guidelines governing the
behavior of all Henkel employees. These regulatory instru-
ments are regularly reviewed and amended as appropriate.
Our Code of Conduct supports our employees in dealing
with ethical and legal issues; our Code of Teamwork and
Leadership defines the approach, actions and attitudes to
be adopted by management and employees in their inter-
personal dealings; and the Code of Corporate Sustainability
describes the principles that underlie our approach to sus-
tainable, socially responsible development. Taken together,
these codes also enable Henkel to meet the commitments
derived from the Global Compact of the United Nations.
Ensuring compliance in the sense of obeying laws and
adhering to regulations is an integral component of our
business processes. Henkel has established a Group-wide com-
Group management report » Corporate governance
26 Annual Report 2009
according to Clause 285 sentence 1 no. 9, Clause 289 (2)
no. 5, Clause 314 (1) no. 6 and Clause 315 (2) no. 4 of the
German Commercial Code [HGB]. The associated informa-
tion has not therefore been additionally disclosed in the
notes to the consolidated financial statements at the back
of this Annual Report.
1. Remuneration of the Management Board
With the Act on the Appropriateness of Management Board
Remuneration [VorstAG], which passed into German law on
August 5, 2009, the legislature is pursuing the objective of
linking executive compensation to a sustainable corporate
management approach aligned to long-term benefits. The
current system of compensation for the members of Henkel’s
Management Board is already largely governed by these
principles. Nevertheless, the Supervisory Board of Henkel
Management AG has resolved to review the remuneration
system once more in all its details and, where appropriate,
to introduce modifications in order to further enhance
the already sustainable and long-term alignment of the
corporation’s executive compensation mix. The Annual
General Meeting will be duly informed of the current status
of this review.
Regulation
Regulation and confirmation of compensation for members
of the Management Board of Henkel Management AG are
the responsibility of the Supervisory Board of Henkel Man-
agement AG in consultation with the Human Resources
Subcommittee of the Shareholders’ Committee. The Supervi-
sory Board of Henkel Management AG is comprised of three
members of the Shareholders’ Committee. The compensation
system is regularly reviewed in terms of structure and the
amounts involved. In order to ensure the competitiveness of
the overall remuneration package, this process takes into ac-
count the size and international activities of the corporation,
its economic position, the level and structure of remunera-
tion encountered in similar companies and also the general
compensation structure within the Henkel organization.
Structure and amounts
In accordance with the objective of achieving a sustainable
increase in shareholder value, the remuneration of the
Management Board is characterized by a high proportion of
performance-related compensation. The package comprises
of the German Corporate Governance Code, with two
exceptions: (1) The contracts of employment for members
of the Management Board contain no severance pay cap
in the event of premature termination of their tenure as
executives of the corporation without good reason, i.e.
there is no limitation to a possible severance payout to the
usual maximum of two years’ emoluments. (2) In order to
protect the legitimate interests and private spheres of the
members of the management bodies who are also mem-
bers of the Henkel family, their individual shareholdings
are not disclosed unless required by compelling statutory
obligations. The Code requires disclosure of shareholdings
in excess of 1 percent.
Henkel also complies with all the suggestions (“may/
should” provisions) of the Code in keeping with our legal
form and the special statutory features anchored in our
Articles of Association. The corresponding declarations of
compliance together with the reasons for deviations from
recommendations can be found on our website at www.
henkel.com/ir.
In accordance with the Declaration of Compliance, the
following details have been disclosed in relation to notifiable
shareholdings: The aggregate holdings of the members of
the Supervisory Board and of the members of the Sharehold-
ers’ Committee exceed in each case 1 percent of the shares
issued by the corporation. The members of the Management
Board together hold less than 1 percent of the shares issued
by the corporation.
In fiscal 2009, a total of three transactions were notified
in compliance with Clause 15a WpHG [Securities Trading
Act, “Directors’ Dealings”]. One member of the Shareholders’
Committee sold a total of 200,000 ordinary shares. For fur-
ther details in this regard, please go to our website www.
henkel.com/ir.
II. Remuneration report
This Remuneration Report provides an outline of the com-
pensation system for the Management Board, Henkel Man-
agement AG as the personally liable partner, the Supervisory
Board and the Shareholders’ Committee of Henkel AG &
Co. KGaA, and the Supervisory Board of Henkel Manage-
ment AG; it also indicates the level and structure of the
remuneration paid. The Remuneration Report takes into
account the recommendations of the German Corporate
Governance Code and contains all the information required
Group management report » Corporate governance
27
Annual Report 2009
ence price). If, during the performance period, earnings
per preferred share increase by at least 15 percent, 21 per-
cent or 30 percent, each participant is allocated a further
1,800, 3,600 or 5,400 CPUs respectively. To calculate the
increase in earnings per preferred share, the earnings per
preferred share of the financial year prior to the year of issue
is compared with the earnings per preferred share of the
second financial year after the year of issue. The amounts
included in the calculation of the increase are in each case
the earnings per preferred share as disclosed in the consoli-
dated financial statements of the relevant financial years,
adjusted for exceptional items. The monetary value per CPU
essentially corresponds to the reference price of the Henkel
preferred share. A ceiling value (cap) is imposed in the event
of extraordinary share price increases.
Other emoluments
The other emoluments largely relate to benefits arising out
of standard commercial insurance policies and the provi-
sion of a company car.
Other regulatory provisions
In the event of members of the Management Board taking
retirement, they are entitled to continued payment of their
remuneration for a further six months, but not beyond the
month of their 65th birthday.
The corporation maintains on behalf of members of
management bodies and employees of Henkel a third-party
group insurance policy (D&O insurance) protecting against
consequential loss, which policy also covers members of
the Management Board. For members of the Management
Board, there is an own-risk deductible amounting to 10 per-
cent per event up to a maximum of one-and-a-half times
their fixed annual salary for loss events occurring within
a financial year.
Remuneration for 2009
Effective the end of the Annual General Meeting on April 14,
2008, Henkel Management AG joined the corporation as its
sole personally liable partner, replacing the former man-
agement of the corporation. The figures for the previous
year indicated in the following refer to the remuneration
received for the entire period of fiscal 2008, i.e. including
the Management Board emoluments in the period from
January 1, 2008 until conclusion of the Annual General
Meeting on April 14, 2008.
three components: a fixed salary, a variable performance-
related cash payment (short-term incentive/STI) and a vari-
able performance-related long-term incentive (LTI) in the
form of a share-based payment. Added to these emoluments
are ancillary benefits and earnings-linked pension entitle-
ments. The components in detail:
Fixed salary
The fixed salary is paid monthly. It is determined on the
basis of the functions, responsibilities and period of Manage-
ment Board service of the recipients concerned.
Short-term incentive (STI)
The performance criteria governing the short-term incentive
are primarily return on capital employed (ROCE) and earn-
ings per preferred share (EPS). The individual performance of
the Management Board member concerned, and the size, sig-
nificance and development of the business/functional unit(s)
involved are also taken into account. Payment is made in
arrears on an annual basis as a function of the performance
achieved in the immediately preceding financial year.
Long-term incentive (LTI)
Each member of the Management Board is allocated, as a
function of the absolute increase in the price of the Henkel
preferred share and the increase in the earnings per Henkel
preferred share (EPS) achieved over a period of three years
(performance period), the cash equivalent of up to 10,800
preferred shares – so-called Cash Performance Units (CPUs)
– per financial year (= tranche). On expiry of the perfor-
mance period, the number and the value of the CPUs due
are determined and the resulting tranche income is paid
in cash. Each member of the Management Board partici-
pating in a tranche is required to acquire a personal stake
by investing in Henkel preferred shares to the value of 25
percent of the gross tranche payout – this corresponds to
around half the amount paid out in cash – and to place
these shares in a blocked custody account with a five-year
drawing restriction.
In the event of an absolute rise in the share price during
the performance period of at least 15 percent, 21 percent
or 30 percent, each participant is allocated 1,800, 3,600 or
5,400 CPUs respectively. To calculate the increase in the
share price, the average price in January of the year of issue
of a tranche is compared to the average price in January of
the third financial year following the year of issue (refer-
Group management report » Corporate governance
28 Annual Report 2009
Pension benefits
The retirement pension for members joining the Management
Board of the former Henkel KGaA before January 1, 2005
amounts to a certain percentage of the last paid fixed salary
(defined benefit). For these Management Board members, the
amount payable is set at 60 percent of the final fixed salary
in the event of retirement after their 62nd birthday. The ac-
tual percentage individually determined for each executive
is made up of two components: the so-called base percentage
rate derived from the vested pension entitlement earned
prior to entry into the former or latter Management Board,
and an annual percentage increase of the base percentage
during the executive’s membership of the former and latter
Management Board.
Effective January 1, 2005, we changed the pension system
for new members of the Management Board to a defined con-
tribution scheme. Once a covered event occurs, the affected
members of the Management Board receive a superannua-
tion lump-sum payment combined with a continuing basic
annuity. The superannuation lump-sum payment comprises
the total of annual contributions calculated on the basis of a
certain percentage of the fixed salary and of the short-term
incentive, this percentage being the same for all members of
The total compensation paid to members of the Management
Board for the performance of their duties for and on behalf
of Henkel AG & Co. KGaA and its subsidiaries during the year
under review amounted to 10,568k euros (2008: 13,270k
euros). Of the total cash emoluments of 9,651k euros paid
in respect of 2009 (2008: 11,743k euros), 3,531k euros was
in fixed salary (2008: 3,763k euros), 5,953k euros was from
the short-term incentive (2008: 7,808k euros) and 167k euros
was in respect of other emoluments (2008: 172k euros). Also
included in the total remuneration are the CPUs granted
to the members of the Management Board for 2009 as LTI,
which become payable in 2012 as a function of the degree
of attainment of the associated performance targets. It is
a legal requirement that a value be disclosed in the year
of grant, and this value has been calculated based on an
assumed increase of both parameters (EPS/share price) of
21 percent over the performance period, giving an imputed
amount of 917k euros (2008: 1,527k euros).
The remuneration of the individual members of the
Management Board in the year under review totaling 11,295k
euros is indicated in the table below together with a break-
down according to the individual components referred to
above.
Group management report » Corporate governance
Remuneration of the Management Board
in k euros Cash components
Fixed
salary
Short-term
incentive
Other
emoluments
Total cash
emoluments
Value of long-
term incentive1)
Total
remuneration1)
Kasper Rorsted
2)
2009
963.0 1,658.1 25.9
2,647.0
189.7
2,836.7
2008 856.5 1,820.6 53.8
2,730.9
293.8
3,024.7
Prof. Dr. Ulrich Lehner
3)
2009
–––
–
–
–
(until April 14, 2008) 2008 262.5 706.2 14.1
982.8
28.6
1,011.4
Thomas Geitner
2009
642.0 1,068.8 25.2
1,736.0
189.7
1,925.7
(since March 1, 2008) 2008 501.0 975.6 24.1
1,500.7
277.4
1,778.1
Alois Linder
3)
2009
–––
–
–
–
(until June 18, 2008) 2008 280.0 794.5 11.1
1,085.6
45.7
1,131.3
Dr. Friedrich Stara
3)
2009
642.0 1,068.8 18.9
1,729.7
158.1
1,887.8
2008 621.0 1,133.8 30.2
1,785.0
293.8
2,078.8
Dr. Lothar Steinebach
2009
642.0 1,088.8 23.4
1,754.2
189.7
1,943.9
2008 621.0 1,203.8 22.7
1,847.5
293.8
2,141.3
Hans Van Bylen
2009
642.0 1,068.8 73.1
1,783.9
189.7
1,973.6
2008 621.0 1,173.8 15.8
1,810.6
293.8
2,104.4
Total 2009 3,531.0 5,953.3 166.5 9,650.8 916.9 10,567.7
33.4 % 56.3 % 1.6 % 8.7 % 100.0 %
Total 2008 3,763.0 7,808.3 171.8
11,743.1
1,526.9
13,270.0
28.4
% 58.8
% 1.3
% 11.5
%
100.0 %
1) 2009 LTI payout in 2012; these figures will only be attained in the event of EPS/share price increasing by 21 percent in the performance period
2) In addition to the emoluments indicated above and those for services rendered during the financial year, in 2009 Mr. Rorsted was also reimbursed expenditures on
security measures at his home plus removal expenses amounting to 727k euros in accordance with agreements relating to his appointment to the Management Board
3) 2008 LTI for Messrs. Lehner/Linder only up to time of departure in 2008; 2009 LTI for Mr. Stara calculated up to standard retirement age in 2011
29
Annual Report 2009
3. Remuneration of the Supervisory Board
and of the Shareholders’ Committee of
Henkel AG & Co. KGaA
Regulation
The remuneration for the Supervisory Board and the Share-
holders’ Committee has been approved in General Meeting;
the corresponding provisions are contained in Articles 17
and 33 of the Articles of Association.
Structure and amounts
The structure and amount of the remunerations are com-
mensurate with the size of the corporation, its economic
success and the functions performed by the Supervisory
Board and Shareholders’ Committee respectively.
The remuneration package comprises three components:
a fixed fee, a variable, dividend-related bonus and a variable
performance-related long-term incentive (LTI) based on the
success of the corporation. The components in detail:
Fixed fee
Each member of the Supervisory Board and of the Share-
holders’ Committee receives a fixed fee of 20,000 euros and
50,000 euros per year respectively. The higher fixed fee in the
latter case is due to the fact that, as required by the Articles
of Association, the Shareholders’ Committee is involved in
business management activities.
the Management Board. Any vested pension rights earned
within the corporation prior to the executive’s joining the
Management Board are taken into account as start-up units.
This ensures the establishment of a performance-related
pension system.
The pension benefits accruing to the members of the
former and latter Management Board as of the balance sheet
date, and also the contributions to the pension scheme made
in 2009, are shown in the tables above.
A total of 78,612k euros (2008: 58,613k euros) has been
provided for pension obligations to former members of
the former and latter Management Board and the former
directors of the legal predecessor of Henkel KGaA, and their
surviving dependants. Amounts paid to such recipients
during the year under review totaled 6,311k euros (2008:
12,200k euros).
2. Remuneration of Henkel Management AG for
assumption of liability, and reimbursement of
expenses to same
For assumption of the liability and management of the
businesses of the corporation, Henkel Management AG in
its function as personally liable partner receives an annual
payment of 50,000 euros (= 5 percent of its capital stock)
plus any value-added tax (VAT) due, said fee being payable
irrespective of any profit or loss made.
Henkel Management AG may also claim reimbursement
from the corporation of all expenses incurred in connection
with the management of the latter’s businesses, including
the emoluments paid to its management bodies.
Defined contribution
in euros Superannuation lump sum Basic annuity
Total
lump sum
Addition to superannu-
ation lump sum 2009
Total basic
annuity (p.a.)
Addition to basic
annuity for 2009
Kasper Rorsted 1,486,192.50 489,892.50 1,273.65 242.78
Dr. Friedrich Stara 1,178,325.00 308,475.00 624.35 126.86
Hans Van Bylen 1,175,669.10 315,675.00 1,139.54 230.69
Thomas Geitner 361,042.50 280,012.50 349.34 170.35
Defined benefit
in euros Retirement pension p.a. on onset
of pension as of balance sheet date
Change in pension
provisions for 2009
Dr. Lothar Steinebach 385,200 1,086,607
Group management report » Corporate governance
30 Annual Report 2009
of 50 percent of the cash amount accruing to a member of
the Supervisory Board (fixed fee plus dividend bonus); if
they are the Chairperson of one or more committees, they
receive a fee of 100 percent of this amount. Activity in the
Nominations Committee is not remunerated separately.
Other regulatory provisions
The members of the Supervisory Board or a committee re-
ceive an attendance fee amounting to 500 euros for each
meeting in which they participate. If several meetings take
place on one day, the attendance fee is only paid once. In
addition, the members of the Supervisory Board and of the
Shareholders’ Committee are reimbursed expenses arising
from the performance of their mandates. The members of
the Supervisory Board are also reimbursed the value-added
tax (VAT) payable on their total remunerations and reim-
bursed expenses.
The corporation maintains on behalf of members of
management bodies and employees of Henkel a third-party
group insurance policy (D&O insurance) protecting against
consequential loss, which policy also covers members of the
Supervisory Board and of the Shareholders’ Committee. For
members of the Supervisory Board and of the Shareholders’
Committee, there is an own-risk deductible amounting to
10 percent per event up to a maximum of one-and-a-half
times their fixed annual fee for loss events occurring within
a financial year.
Remuneration for 2009
Total remuneration paid to the members of the Supervisory
Board (fixed fee, dividend bonus, attendance fee, compo-
nents payable for committee activity and long-term incen-
tive for 2009) for the year under review amounted to 1,425k
euros plus VAT (2008: 1,231k euros plus VAT). Of the total
cash emoluments paid for 2009 (fixed fee, dividend bonus,
attendance fee and components payable for committee
activity) amounting to 1,168k euros plus VAT of 198k euros
(2008: 974k euros plus VAT of 144k euros), 350k euros was
in fixed fees, 588k euros in dividend bonus, 31k euros in
attendance fees and 199k euros in components payable
for committee activity (including relevant additional at-
tendance fees).
Dividend bonus
Each member of the Supervisory Board and of the Share-
holders’ Committee further receives an annual bonus of
2,400 euros for every full 0.02 euros by which the preferred
dividend paid out for the prior year exceeds 0.25 euros.
Long-term incentive (LTI)
As a long-term incentive, each member of the Supervisory
Board and of the Shareholders’ Committee receives an ad-
ditional cash payment each year, the amount of which de-
pends on the increase in earnings per preferred share over
a three-year reference period. The earnings per share (EPS)
of the financial year preceding the payment-related year
is compared with the EPS of the second financial year fol-
lowing the payment-related year. If the increase is at least
15 percent, an amount of 600 euros is paid for each full
percentage point of the total achieved increase. If the in-
crease reaches a minimum of 21 percent, the amount paid
per percentage point is 700 euros, and if the increase is
a minimum of 30 percent, the amount paid per percent-
age point is 800 euros. The calculation is based on the ap-
proved and endorsed consolidated financial statements of
the respective financial years as duly audited and provided
with an unqualified opinion, with EPS being adjusted for
exceptional items.
However, based on the single rate governing the remunera-
tions payable to a member, the total of the dividend bonus and
the long-term incentive is limited to 50,000 euros (cap).
Remuneration for chairpersons/vice-chairpersons/
(sub)committee members
The Chairperson of the Supervisory Board and the Chair-
person of the Shareholders’ Committee each receives double
the amount, and the Vice-chairperson in each case one-and-
a-half times the amount accruing to an ordinary member.
Members of the Shareholders’ Committee who are also
members of one or more subcommittees of the Sharehold-
ers’ Committee each additionally receive remuneration
equivalent to the initial amount; if they are the Chairperson
of one or more subcommittees, they receive double.
Members of the Supervisory Board who are also members
of one or more committees each additionally receive a fee
31
Annual Report 2009
4. Remuneration of the Supervisory Board of
Henkel Management AG
In accordance with Article 14 of the Articles of Association
of Henkel Management AG, the members of the Supervi-
sory Board of Henkel Management AG receive an annual
fee of 10,000 euros, although members of this body who
are also members of the Supervisory Board or Shareholders’
Committee of Henkel AG & Co. KGaA do not receive such
compensation.
As the Supervisory Board of Henkel Management AG is
comprised of members of the Shareholders’ Committee,
no fees were paid to members of that Supervisory Board in
the year under review.
The total remuneration of the members of the Shareholders’
Committee for the year under review (fixed fee, dividend
bonus, components payable for subcommittee activity and
LTI 2009) amounted to 2,345k euros (2008: 2,303k euros).
Of the total cash emoluments paid for 2009 (fixed fee and
dividend bonus, including the components payable for sub-
committee activity) amounting to 1,994k euros (2008: 1,959k
euros), 593k euros was in fixed fee, 398k euros in dividend
bonus and 1,003k euros in remuneration for subcommittee
activity (excluding the LTI amount due).
The dividend bonus in each case was based on a dividend
of 0.53 euros per preferred share.
Also included in the total remunerations was the long-
term incentive (LTI) granted to the members of the Super-
visory Board and of the Shareholders’ Committee for 2009
in the form of a deferred conditional payment entitlement.
This will be paid out following the 2012 Annual General
Meeting as a function of the earnings per preferred share
(EPS) achieved in 2011. It is a legal requirement that an LTI
value be disclosed in the year of grant. According to our
Articles of Association, the total of dividend bonus and LTI
is limited to a ceiling of 50,000 euros per ordinary member.
Given this upper maximum, and assuming an increase in
EPS of 21 percent in the performance period, the totals ap-
plicable for 2009 are 257k euros for the Supervisory Board
and 351k euros for the Shareholders’ Committee (including
remuneration components for (sub)committee activity).
The remuneration of the individual members of the
Supervisory Board and of the Shareholders’ Committee for
the year under review is indicated in the tables overleaf,
together with a breakdown according to the individual
components referred to above.
Group management report » Corporate governance
32 Annual Report 2009
Remuneration of the Supervisory Board
in euros Cash components
Fixed
fee
Dividend
bonus
Atten-
dance fee
Fee for sub-
committee
activity
1)
Total cash
emolu-
ments
Value of
long-term
incentive
2)
Total
remunera-
tion
3)
Dr. Simone Bagel-Trah
4),
2009
25,480 42,806 2,000 7,842
78,128
18,727
96,855
Chair since September 23, 2009 2008 14,317 24,052 2,000 –
40,369
10,523
50,892
Dipl.-Ing. Albrecht Woeste
4),
2009
29,041 48,789 1,500 20,958
100,288
21,345
121,633
until September 22, 2009, Chair 2008 40,000 67,200 2,500 –
109,700
29,400
139,100
Winfried Zander
4),
2009
30,000 50,400 2,000 28,800
111,200
22,050
133,250
Vice-chair 2008 30,000 50,400 2,500 –
82,900
22,050
104,950
Dr. Friderike Bagel
4)
2009
5,973 10,034 500 8,503
25,010
4,390
29,400
(until April 20, 2009) 2008 20,000 33,600 2,500 –
56,100
14,700
70,800
Engelbert Bäßler
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Jutta Bernicke
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
(since April 14, 2008) 2008 14,317 24,052 1,500 –
39,869
10,523
50,392
Hans Dietrichs
2009
– – – –
–
–
–
(until March 31, 2008) 2008 4,973 8,354 500 –
13,827
3,655
17,482
Fritz Franke
2009
20,000 33,600 1,500 –
55,100
14,700
69,800
(since April 14, 2008) 2008 14,317 24,052 2,000 –
40,369
10,523
50,892
Johann-Christoph Frey
2009 5,479 9,205 500
–
15,184
4,028
19,212
(since September 23, 2009) 2008 – – – –
–
–
–
Birgit Helten-Kindlein
4)
2009
20,000 33,600 2,000 28,800
84,400
14,700
99,100
(since April 14, 2008) 2008 14,317 24,052 2,000 –
40,369
10,523
50,892
Bernd Hinz
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
2008 20,000 33,600 2,500 –
56,100
14,700
70,800
Prof. Dr. Michael Kaschke
2009
20,000 33,600 1,500 –
55,100
14,700
69,800
(since April 14, 2008) 2008 14,317 24,052 1,500 –
39,869
10,523
50,392
Thomas Manchot
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
2008 20,000 33,600 2,500 –
56,100
14,700
70,800
Prof. Dr. Dr. h.c. mult. Heribert Meffert
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Thierry Paternot
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
(since April 14, 2008) 2008 14,317 24,052 2,000 –
40,369
10,523
50,892
Andrea Pichottka
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
2008 20,000 33,600 2,500 –
56,100
14,700
70,800
Prof. Dr. Dr. h.c. mult. Heinz Riesenhuber
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Prof. Dr. Theo Siegert
4)
2009 14,027 23,566 1,500
20,297
59,390
10,310
69,700
(since April 20, 2009) 2008 – – – –
–
–
–
Konstantin von Unger
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
2008 20,000 33,600 2,000 –
55,600
14,700
70,300
Michael Vassiliadis
4)
2009
20,000 33,600 2,000 28,300
83,900
14,700
98,600
2008 20,000 33,600 2,000 –
55,600
14,700
70,300
Dr. h.c. Bernhard Walter
4)
2009
20,000 33,600 1,500 55,600
110,700
14,700
125,400
2008 20,000 33,600 2,500 –
56,100
14,700
70,800
Werner Wenning
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Ulf Wentzien
2009
20,000 33,600 2,000 –
55,600
14,700
70,300
(since April 14, 2008) 2008 14,317 24,052 2,000 –
40,369
10,523
50,892
Dr. Anneliese Wilsch-Irrgang
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Rolf Zimmermann
2009
– – – –
–
–
–
(until April 14, 2008) 2008 5,683 9,548 500 –
15,731
4,177
19,908
Total 2009 350,000 588,000 30,500 199,100 1,167,600 257,250 1,424,850
2008 349,290 586,806 38,000 –
974,096
256,728
1,230,824
1) Fee for service on the Audit Committee; there is no separate fee payable for service on the Nominations Committee
3) Figures do not include VAT
4) Member of the Audit Committee chaired by Dr. h.c. Bernhard Walter
Group management report » Corporate governance
33
Annual Report 2009
Remuneration of the Shareholders’ Committee
in euros Cash components
Fixed
fee
Dividend
bonus
Fee for sub-
committee
activity
1)
Total cash
emolu-
ments
Value of
long-term
incentive
2)
Total
remunera-
tion
3)
Dr. Simone Bagel-Trah, Chair
Vice-chair until September 18, 2009
(Chair HR Subcom.)
2009
82,123 55,187 167,200
304,510 53,544 358,054
2008 67,896 45,626 143,445
256,967 45,184 302,151
Dipl.-Ing. Albrecht Woeste
4)
(until September 18, 2009), Chair
(Member HR Subcom.)
2009
71,507 48,052 59,779
179,338 31,535 210,873
2008 100,000 67,200 107,355
274,555 48,277 322,832
Dr. h.c. Christoph Henkel,
Vice-chair
(Chair Finance Subcom.)
2009
75,000 50,400 167,200
292,600 51,450 344,050
2008 75,000 50,400 167,200
292,600 51,450 344,050
Dr. Paul Achleitner
(Member Finance Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 50,000 33,600 83,600
167,200 29,400 196,600
Boris Canessa (since September 19, 2009)
(Member HR Subcom.)
2009
14,247 9,574 23,821
47,642 8,377 56,019
2008 – – –
– – –
Stefan Hamelmann
(Vice-chair Finance Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 57,104 38,374 83,600
179,078 31,489 210,567
Dr. h.c. Ulrich Hartmann
(Member Finance Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 50,000 33,600 83,600
167,200 29,400 196,600
Prof. Dr. Ulrich Lehner (since April 14, 2008)
(Member Finance Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 35,792 24,052 59,845
119,689 21,046 140,735
Konstantin von Unger
(Vice-chair HR Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 50,000 33,600 83,600
167,200 29,400 196,600
Karel Vuursteen
(Member HR Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 50,000 33,600 83,600
167,200 29,400 196,600
Werner Wenning (since April 14, 2008)
(Member HR Subcom.)
2009
50,000 33,600 83,600
167,200 29,400 196,600
2008 35,792 24,052 59,845
119,689 21,046 140,735
Dr. Hans-Dietrich Winkhaus
(until April 14, 2008)
(Member Finance Subcom.)
2009
– – –
–––
2008 14,208 9,548 23,755
47,511 8,354 55,865
Total
2009 592,877 398,413 1,003,200 1,994,490 350,706 2,345,196
2) Including LTI amount arising from subcommittee activity
4) Plus tax of 20k euros on income paid in kind
Group management report » Corporate governance
34 Annual Report 2009
and cleaning products. The portfolio of the Cosmetics/Toilet-
ries business sector encompasses hair cosmetics, products
for body, skin and oral care, and products for the hair salon
business. The Adhesive Technologies business sector offers
decoration and renovation products, adhesive and correc-
tion products for home and office, building adhesives and
industrial and structural adhesives, sealants and surface
treatment products.
Our three business sectors are managed on the basis of
globally operational strategic business units. These are sup-
ported by the central functions of Henkel AG & Co. KGaA in
order to ensure optimum utilization of corporate synergies.
Implementation of the strategies at a country and regional
level is the responsibility of the affiliated companies. The ex-
ecutive bodies of these companies manage their businesses in
line with the relevant statutory regulations, supplemented
by their own Articles of Association, internal procedural
rules and the principles incorporated in our globally ap-
plicable management standards, codes and guidelines.
Strategy and financial targets for 2012
Starting point
We will continue to focus on our three growth-generating
strategic areas of competence Laundry & Home Care, Cos-
metics/Toiletries and Adhesive Technologies. The recession
of the year under review has especially highlighted the
importance of a strong portfolio comprised of mutually
complementary activities. Already today, we enjoy leading
positions in all three segments in the mature markets, and
we intend to further expand these going forward. However,
in the growth regions too, we can point to more than 100
leading positions in the associated categories of our business
sectors Laundry & Home Care and Cosmetics/Toiletries. Our
Adhesive Technologies business sector leads the market in
over 30 emerging economies. It is essential for us to develop
and maintain strong and expandable market positions in
the countries in which we have a presence. Already today,
we generate 38 percent of our total sales in growth regions.
In 2004, the overall share of these emerging markets was
just 26 percent.
With our three growth-generating strategic areas of
competence and the leading positions we already occupy
in both the mature markets and the growth regions, we
Operational activities
Overview
Henkel was founded in 1876. Consequently, the year under
review marked the 133rd in our corporate history. Today,
Henkel boasts a global workforce of some 50,000 employees,
and day in, day out, people in more than 125 countries put
their trust in our brands and technologies.
Global operations
Organization and business sectors
Henkel AG & Co. KGaA is operationally active as well as
being the parent company of the Henkel Group. In this
latter capacity, it is responsible for defining and pursuing
Henkel’s corporate objectives as well as for the manage-
ment, control and stewardship of our Group-wide activities,
including risk management and the allocation of resources.
Henkel AG & Co. KGaA performs its tasks within the legal
scope afforded to it as part of the Henkel Group, with the
affiliated companies otherwise operating as legally inde-
pendent entities.
Operational management and control is the responsibil-
ity of the Management Board of Henkel Management AG in
its function as sole personally liable partner. The Manage-
ment Board is supported by the Corporate functions.
Henkel is organized into three business sectors/strategic
areas of competence:
» Laundry & Home Care
» Cosmetics/Toiletries
» Adhesive Technologies
Our product range in the Laundry & Home Care business
sector comprises heavy-duty detergents, specialty detergents
Group management report » Operational activities / Strategy and financial targets for 2012
Countries in which Henkel operates
35
Annual Report 2009
Group management report » Strategy and financial targets for 2012
also want to further increase our market shares in the
mature markets.
2. Concentrationonourtopbrands
Our focus is on fewer but stronger brands and further
expansion of our strong regional and global brands.
Brand awareness is to be further enhanced through ex-
tensive investment. Our three top brands Schwarzkopf,
Loctite and Persil already account for around 25 percent
of our sales. Our objective is to grow organically twice
as fast with these and other top brands as Henkel over-
all, and therefore to significantly expand their share of
total sales. At the same time, we are reducing the total
number of our brands by selling off or discontinuing
the smaller and less important brands.
3. Innovationandinnovationrates
With innovation rates1) of around 40 percent in the
business sectors Laundry & Home Care and Cosmetics/
Toiletries, and of around 20 percent at Adhesive Tech-
nologies, we count among the strongest innovators in
our fields of competence. We are helped in this respect by
the proximity we have to our consumers and customers,
actively incorporating both audiences in our product
development activities where appropriate. We have also
made it our principle only to launch a new product onto
the market if it has a positive effect on the gross margin
and makes a contribution to sustainable development in
at least one of our five focal areas – see page 56.
4. Operationalexcellence
In our purchasing activities, our aim is to create benefits
for ourselves through the further development of our
strategies. These include concentrating on strategic sup-
pliers and on procuring materials in low-cost emerging
economies. Our objectives with regard to production
and supply chain management include further reduc-
ing the number of manufacturing sites, particularly in
the mature markets. This will enable us to reduce the
complexity of our structures and better utilize available
capacities. We will also be introducing improvements
with respect to our administrative, selling and distribu-
tion expenses, for example by systematically utilizing
standardized processes and our shared services, and by
outsourcing non-core activities. We expect such mea-
sures to yield significant cost savings.
have a strong basis for generating profitable growth in the
future.
Strategic priorities and progress in fiscal 2009
In 2008, we set ourselves three strategic priorities:
Achieve our full business potential
For this, we have identified the following drivers:
1. Portfoliooptimization
Within the Laundry & Home Care business sector, we
aim to increase our profitability in the mass categories
such as heavy-duty detergents and hand dishwashing
products, and drive growth in the profitable specialty
categories such as household cleaners and fabric soft-
eners. In the Cosmetics/Toiletries business sector, we
intend to further enhance profitability by strengthening
our innovation leadership and expanding the Schwarz-
kopf brand. Within the Adhesive Technologies business
sector we want to improve our profitability in the au-
tomotive segment and consumer adhesives business,
drive growth in specialty applications and utilize our
advantages of scale with innovations in the industrial
adhesives segment.
In addition, we intend to achieve disproportionate
expansion in the growth regions through increased
capital expenditures, and to expand the share of sales
accounted for by these markets over the next few years
to 45 percent while also improving our margins. We
1) Percentage share of sales accounted for by new products launched onto the
market in the last three years (five years for Adhesive Technologies)
Achieve
our full
business potential
Focus
more on
our customers
Strengthen
our global
team
Winning
Culture
36 Annual Report 2009
Group management report » Strategy and financial targets for 2012
Focus more on our customers
» Establishment of customer contacts at the highest manage-
rial level for the purpose of identifying joint projects
» Introduction of a “Sustainability Check” for all new prod-
ucts to the benefit of our customers
Strengthen our global team
» Introduction of Group-wide “Development Round Tables”
at which the senior managers of an organizational unit
meet once a year to discuss and evaluate the performance
and potential of their managerial staff
» Seminars for top talents at the Harvard Business School
Financial targets for 2012
We have set ourselves financial targets for 2012 which we
intend to achieve by pursuing our strategic priorities.
Although we may have experienced a slight set-back
in progressing toward these objectives due to the eco-
nomic crisis of fiscal 2009, we remain confident of their
achievement.
This self-belief is due not least to the many examples of pro-
gress made in the year under review with respect to our three
strategic priorities as described above. These advancements
were also reflected in the development of our financials in
the course of 2009, with adjusted return on sales improv-
ing from 7.2 percent in the first quarter to 12.4 percent in
the fourth quarter.
Focus more on our customers
In order to place our customers right at the center of every-
thing we do, we have prioritized expanding our dialogue
with them at the highest managerial level (“Top-to-Top”
contacts), coupled with the further development of our
partnership structures. Our aims are to establish a joint stra-
tegic approach to our markets, to expand services offering a
measurable added value for our customers, and to effectively
leverage our own competences in the form of, for example,
our leadership in the field of sustainability/corporate social
responsibility (CSR). The objective is to generate organic
growth with our key accounts equivalent to 1.5 times the
amount for Henkel as a whole.
Strengthen our global team
Our employees are our most important asset. With clear
and unequivocal feedback, discernible rewards in recogni-
tion of individual performance, and tailored development
plans, we ensure that our competent and motivated team
can master the challenges with which they are confronted.
We are keen to develop and promote our managers from
within. At the same time, we are also aware of the need to
bring in external talents, especially when their knowledge
of their local markets is better than that of the established
managerial staff within the company. Already today, there
are people from 116 nations working for Henkel; and the
proportion of female managers is over 25 percent worldwide,
with the trend clearly rising. The diversity of our global
team constitutes a competitive advantage for Henkel, and
one we wish to continuously extend.
Progress in fiscal 2009
Despite the challenging economic environment, we suc-
ceeded in making significant progress in fiscal 2009 with
respect to our three strategic priorities. The salient advance-
ments were as follows:
Achieve our full business potential
» Record market shares in Europe posted by Laundry & Home
Care and Cosmetics/Toiletries
» Successful integration of the National Starch businesses
and sale of certain US consumer adhesive brands of Ad-
hesive Technologies
» Sale of marginal brands and general reduction in the com-
plexity of our brands portfolio
» Increased efficiency at our production sites
1) Adjusted for one-time charges/gains and restructuring charges
Financial targets for 2012
Annual organic sales growth (average):
3 – 5 percent
Adjusted1) return on sales (EBIT):
14 percent
Annual growth in adjusted1) earnings per
preferred share (average):
> 10 percent
