125
Annual Report 2009
Notes to the consolidated financial statements » Supplementary information on the consolidated statement of income / balance sheet
(48) Information on voting rights,
related party transactions
Information required by Clause 160 (1) no. 8 of the German
Joint Stock Corporation Act [AktG]:
The company has been notified that the share of voting
rights of the parties to the Henkel share-pooling agreement
at December 30, 2009 represents in total 52.57 percent of
the voting rights (136,575,802 votes) in Henkel AG & Co.
KGaA and is held by:
» 106 members of the families of the descendants of Fritz
Henkel, the company’s founder
» Four foundations set up by members of those families
» One civil-law partnership set up by members of those
families
» Eight private limited companies set up by members of
those families, seven limited partnerships with a limited
company as a general partner (GmbH & Co. KG) and one
limited partnership (KG)
under the terms of a share-pooling agreement (agreement
restricting the transfer of shares) pursuant to Clause 22 (2)
of the German Securities Trading Act [WpHG], whereby the
shares held by the eight private limited companies, the seven
limited partnerships with a limited company as a general
partner and the one limited partnership representing a
total of 14.02 percent (36,419,097 voting rights) are attrib-
uted (pursuant to Clause 22 (1) no. 1 WpHG) to the family
members who control those companies.
Dr. h.c. Christoph Henkel, London, has exceeded the 5 per–
cent threshold of voting rights in Henkel AG & Co. KGaA
with 14,172,457 voting ordinary shares in Henkel AG & Co.
KGaA, representing a rounded percentage of 5.46 percent.
Even after adding voting rights expressly granted under the
terms of usufruct agreements, no other party to the share-
pooling agreement has a notification obligation triggered
by their attainment of the threshold of 3 percent or more
of the total voting rights in Henkel AG & Co. KGaA.
The authorized representative of the parties to the
Henkel share-pooling agreement is Dr. Simone Bagel-Trah,
Düsseldorf.
Silchester International Investors Limited, headquartered
in London, Great Britain, has informed us that its share of
voting rights in Henkel AG & Co. KGaA exceeded the 3 per-
cent threshold on June 23, 2008 and stood at 3.01 percent
on that day, with 7,824,150 voting rights. All voting rights
are attributed to Silchester International Investors Limited
pursuant to Clause 22 (1) sentence 1 no. 6 WpHG.
Members of the families of the descendants of Fritz
Henkel, the company’s founder, and charitable foundations
within their sphere of influence that hold shares in Henkel
AG & Co. KGaA, and members of the Shareholders’ Commit–
tee advanced funds on loan to the Henkel Group in the year
under review, on which interest has been payable at an aver–
age rate of 3.37 percent (2008: 5.11 percent). Funds on loan
advanced to the Henkel Group were repaid except for a small
residual amount by the end of February 2009. The average
amount of funds on loan advanced in the period January
to February 2009 was 504 million euros (2008: 530 million
euros), while the balance at December 31, 2009 was 0 million
euros (December 31, 2008: 512 million euros). All funds on
loan were repaid in full by the end of May 2009.
Members of the Supervisory Board who are not also
members of the Shareholders’ Committee advanced funds
on loan to the Henkel Group in the year under review aver–
aging 3.3 million euros (2008: 4.9 million euros), carrying
an average interest rate of 3.37 percent (2008: 5.13 percent),
while the balance at December 31, 2009 was 0 million euros
(December 31, 2008: 3.9 million euros).
(49) Remuneration of the corporate management
bodies
The total remuneration of the members of the Supervisory
Board and of the Shareholders’ Committee of Henkel AG
& Co. KGaA amounted to 1,425k euros (2008: 1,231k euros)
and 2,345k euros (2008: 2,303k euros) respectively. The total
remuneration (Clause 285 no. 9 German Commercial Code
[HGB]) of the Management Board (members of the Manage–
ment Board of Henkel Management AG) amounted to 11,295k
euros (2008: 13,270k euros). For further details regarding the
emoluments of the corporate management bodies, please
refer to the remuneration report on pages26to33.
(50) Declaration of compliance with the
Corporate Governance Code
In February 2009, the Management Board of Henkel Manage–
ment AG and the Supervisory Board and Shareholders’ Com–
mittee of Henkel AG & Co. KGaA approved a joint declaration
of compliance with the recommendations of the German
Corporate Governance Code in accordance with Clause 161 of
the German Joint Stock Corporation Act [AktG]. The declara–
tion has been made permanently available to shareholders
on the company website www.henkel.com/ir.
(51) Subsidiaries and other investments
Details relating to the investments held by Henkel AG &
Co. KGaA and the Henkel Group are provided in a separate
schedule which will be available via the commercial register
and can also be inspected at the Annual General Meeting.