NIVEL III. Posconvencional o de principios
2.2. Críticas a la obra de Kohlberg y otras líneas de trabajo e investigación
The following related party transactions took place in the fiscal years ended March 31, 2012, and March 31, 2011:
On May 19, 2010, KDH AG and Providence Equity LLP, which at times held an indirect interest of more than 20% in KDH AG during the fiscal year ended March 31, 2012, entered into an agreement for consultancy services. The services to be provided by Providence Equity LLP related in particular to the periodic review and further development of KDH’s strategy, funding issues, increased operational and organizational efficiency and performance, process optimization, continuous analysis of the financial performance and the development of the annual budget. A monthly lump-sum fee of T€10
was stipulated as remuneration for Providence Equity LLP. This agreement was terminated as of July 31, 2011. Fees of T€40 and T€104 were
recognized in expenses in the fiscal years ended March 31, 2012, and March 31, 2011, respectively.
KDVS GmbH (KDVS as of March 31, 2011) provided T€3,714 and
T€3,730 in goods and services to Kabelfernsehen Muenchen Servicenter
GmbH & Co. KG in the fiscal years ended March 31, 2012, and March 31, 2011. No receivables were outstanding as of March 31 of either fiscal year. The goods and services provided related to signal delivery agreements with Kabelfernsehen Muenchen Servicenter GmbH & Co. KG and were provided in the ordinary course of business.
KDH AG and Prof. Dr. Heinz Riesenhuber, Honorary Chairman of the Supervisory Board, i.e. an honorary member without the legal status of a regular member of the Supervisory Board, entered into an agreement for consultancy services to be provided by the Honorary Chairman, effective October 16, 2011. The Honorary Chairman advises the Chairman of the Supervisory Board and, if necessary, the Deputy Chairman of the Supervisory Board of KDH AG, on all matters arising in the Supervisory Board. The Honorary Chairman also advises the Group on its business and strategic matters. He receives annual remuneration of T€30 for his services.
In addition, other related party transactions resulted from previously existing employment contracts between Group companies and employee representatives only from the time they were appointed to the Supervisory Board. The remuneration is appropriate for the scope of the contractually agreed services.
Disclosures with respect to the compensation received by Management Board and Supervisory Board members are provided in the sections Management Board.
Transactions with Members of the
Management Board
The following information concerning the compensation of the members of the Management Board comprises the disclosures required by law under Section 314 HGB, German Accounting Standard No. 17 (DRS 17), and the guidelines set out in the German Corporate Governance Code.
Management Board
As of March 31, 2012, the Management Board of KDH AG comprises four members who also hold positions as managing directors of KDVS GmbH. During the fiscal year just ended, the Supervisory Board of KDH accepted the request of Paul Thomason not to further extend his contract, which ended on March 31, 2012. Effective October 1, 2011, Dr. Andreas Siemen assumed the position of CFO of KDH AG previously held by Paul Thomason. The contracts of the other three members of the Management Board were extended to March 31, 2013 during the fiscal year just ended.
The total compensation of the members of the Management Board for the fiscal year ended March 31, 2012 is comprised of different components: (i) an annual fixed salary paid out in equal monthly installments, (ii) pension benefits, (iii) a variable annual bonus subject to the attainment of certain performance targets, (iv) various typical fringe benefits and, (v) non-cash share-based payments based on participation in the Group’s Long-term Incentive Plan (LTIP). Please refer to the compensation report included in Group Management Report for a detailed presentation of the basic principles of the compensation system for the Management Board of KDH.
The Management Board received total compensation of T€12,151 in the fiscal
year ended March 31, 2012 (prior year: T€11,030) for services performed for
KDH AG and its subsidiaries. This includes short-term compensation (comprised of annual fixed salaries, variable annual bonuses and various typi- cal fringe benefits) of T€3,259 and T€3,499, and pension benefits of T€216
and T€311 for the fiscal years ended March 31, 2012, and March 31, 2011,
respectively. In addition, KDH recorded currently non-cash1 share-based
payment expenses (included in the total amount above) based on the Group LTIP of T€8,675 for the fiscal year ended March 31, 2012 (prior year: T€7,220).
By resolution of the Shareholders' Meeting of March 15, 2010, KDH has availed itself of the exemption granted under Section 314 para. 2 HGB in conjunction with Section 286 para. 5 HGB up to and including March 31, 2011. Based on this exemption, past compensation received by the members of the Management Board was not disclosed individually, with amounts provided for the individual components, as required under Section 314 para. 1 no. 6(a) sentences 5 to 9 HGB. The resolution of the Shareholders' Meeting of March 15, 2010, was cancelled by a Shareholders Meeting resolution of October 13, 2011. The individual disclosures are therefore presented below.
Further details regarding the compensation system relating to the members of the Management Board are set out in the Group Management Report.
The total compensation for each individual member of the Management Board of KDH AG, broken down by individual components, is shown in the chart below:
Type of compensation Non-performance
related compensation2) Variable annual bonus LTIP3) Total compensation
in T€ Fiscal year ended March 31, 2012
Dr. Adrian v. Hammerstein 573 485 2,948 4,005
Dr. Manuel Cubero 443 371 2,438 3,252
Erik Adams 387 310 2,308 3,006
Dr. Andreas Siemen (since October 1, 2011) 173 0 981 1,155
Paul Thomason1) 208 310 0 517
Total 1,784 1,475 8,675 11,935
1) Paul Thomason obtained his non-performance related compensation (fixed salary and fringe benefits) and variable annual bonus until September 30, 2011.
2) Non-performance related compensation (fixed salary and fringe benefits) does not contain service costs for pensions; for these please refer to the separate individual notes disclosure. 3) Currently non-cash part of compensation
The pension benefits provided to each member of the Management Board as a component of total compensation during the fiscal year ended March 31, 2012, are shown in the chart below:
Service cost Present value of defined benefit obligation (DBO) in T€ April 1, 2011 - March 31, 2012 March 31, 2012 Dr. Adrian v. Hammerstein 61 351 Dr. Manuel Cubero 72 409 Erik Adams 62 173
Dr. Andreas Siemen (since October 1, 2011) 21 196
Total 216 1,129
The members of the Management Board of KDH also participate in the long-term performance of the Company through a Long-Term Incentive Plan comprised of two components. The virtual performance shares granted as the first component (“LTIP I”) are distributed as follows:
Year of grant Number of virtual performance shares March 31, 2012 Number Fair value of performance shares at grant date T€ Fair value of performance shares at valuation date March 31, 2012 T€ Dr. Adrian v. Hammerstein 2010 26,175 576 1,183 2011 15,942 602 720 Dr. Manuel Cubero 2010 20,295 447 917 2011 12,361 467 558 Erik Adams 2010 16,765 369 757 2011 10,211 386 461 Dr. Andreas Siemen (since October 1, 2011) 2010 7,500 165 339 2011 5,717 251 258 Total 114,966 3,263 5,194
The virtual options granted as the second component (“LTIP II”) are distributed among the individual members of the Management Board as follows: Number of virtual stock
options
Fair value of stock options at grant date
Fair value of stock options at valuation date March 31, 2012 March 31, 2012 Number T€ T€ Dr. Adrian v. Hammerstein 225,000 1,329 4,791 Dr. Manuel Cubero 191,667 1,132 4,081 Erik Adams 191,667 1,132 4,081
Dr. Andreas Siemen (since October 1, 2011) 75,000 443 1,597
Total 683,334 4,037 14,551
Paul Thomason separated from the Management Board as of September 30, 2011. In this situation, where there is a regular termination of his contract, he is entitled to pension benefits with a present value as of March 31, 2012 of T€513. Included in this is an earned service cost of T€24
for the period from April 1, 2011 to September 30, 2011. In addition, Paul Thomason received compensation of T€159 in the period from
October 1, 2011 through March 31, 2012 for the non-compete agreement in connection with the termination of his contract.
Former Members of Management / the
Management Board and their Surviving
Dependents
In the fiscal year ended March 31, 2012, former members of management / the Management Board of the Group and their surviving dependents received pension payments in the amount of T€11 (prior year: T€11). For the
fiscal year ended March 31, 2012 pension reserves in a total amount of T€116 for former managing directors were recognized (prior year: T€113).
Supervisory Board
During the fiscal year ended March 31, 2012, there were changes in the Supervisory Board of KDH AG both with respect to shareholder representatives and employee representatives. Ian West and the representatives of Providence Equity Partners John Hahn, Biswajit
Subramanian and Robert Sudo left their positions as shareholder representatives on the Supervisory Board of KDH AG effective October 31, 2011. A highly qualified group of experts consisting of Annet Aris, Catherine Mühlemann, Paul Stodden and Torsten Winkler was identified and accepted appointment as successors for the leaving Supervisory Board members. On October 24, 2011, the Munich district court accepted KDH AG's request and Annet Aris, Catherine Mühlemann, Paul Stodden and Torsten Winkler were appointed as members of the Supervisory Board of KDH AG effective November 1, 2011.
Elections for the employee representatives were held from November 28 to December 1, 2011. Irena Gruhne, Chairman of the Works Council of the Customer Service Center, and Helmut von der Lieck were newly elected as representatives for the managing employees. Petra Hesse and Norbert Michalik left their positions on the Supervisory Board. Deputy Chairman of the Supervisory Board Joachim Pütz, Ronald Hofschläger, Susanne Aichinger and Petra Ganser were re-elected. The changes took effect upon announcement of the election results on December 2, 2011.
Remuneration expense in the amount of T€568 and T€559 has been
recognized for members of the Supervisory Board for the fiscal years ended March 31, 2012, and March 31, 2011, respectively. Supervisory Board remuneration is governed by Paragraph 12 of the Articles of Association of KDH AG. Members of the Supervisory Board who serve as regular members, chairman or vice-chairman of the Supervisory Board of KDH AG for only part of a fiscal year are compensated on apro ratabasis.
Further details regarding the compensation system relating to the members of the Supervisory Board are set out in the Group Management Report.