(14.) Other disclosures
(14.1) Waiver of disclosure
The following Group companies waived disclosure in accordance with section 264 (3) HGB: WILO-Mitarbeiter-Beteiligungsgesellschaft mbH, Dortmund, WILO Nord Amerika GmbH, Dortmund, WILO Financial Services GmbH, Dortmund, WILO IndustrieSysteme GmbH, Chemnitz, and WILO-Mitarbeiter Invest GmbH, Dortmund.
(14.2) Contingent liabilities and other financial obligations
The company reported contingent liabilities from warranties of EUR 3,273 thousand as at 31 December 2016 (previous year: EUR 3,752 thousand). No provisions have been recognised for contingent liabilities carried at nominal amount as the probability of the risk is estimated as low.
The contingent liabilities from warranties essentially result from operating activities with the customers and suppliers of the Wilo Group. Warranties with a nominal obligation of EUR 1,100 thousand (previous year: EUR 891 thousand) had an agreed remaining term of less than one year as at 31 December 2016, while nominal obligations of EUR 303 thousand (previous year: EUR 622 thousand) with an agreed remaining term of more than one year have been contractually stipulated. There are also indefinite guarantees with a nominal obligation of EUR 1,870 thousand (previous year: EUR 2,239 thousand). Purchase commitments for planned capital expenditure on property, plant and equipment amounted to EUR 24,324 thousand as at 31 December 2016 (previous year: EUR 12,499 thousand). The Group still has another financial obligation of EUR 4,200 thousand relating to the acquisition of a property at the Dortmund location in 2019. It is not practicable to disclose estimates of the financial effect of contingent liabilities, the uncertainties relating to the amount or timing of any outflows or the possibility of any reimbursement.
(14.3) Average number of employees over the year
Average employee numbers for the year were as follows:
|Sales and administration||3,268||3,201|
The average number of employees rose by 2.2 percent year on year (previous year: decrease of 0.6 percent).
(14.4) Staff costs
Staff costs according to section 315a in conjunction with section §314 (1) no. 4 HGB of the financial year break down as follows:
|Wages and salaries||298,518||288,442|
Social security contributions and
of which for retirement benefits
(14.5) Proposal for the appropriation of profits
At the proposal of the Executive Board, the Annual General Meeting of WILO SE on 21 March 2017 shall resolve the payment of a dividend of EUR 1.76 per ordinary share, with the remaining unappropriated surplus of WILO SE being carried forward to new account.
(14.6) Events after the end of the reporting period
The Executive Board of WILO SE approved the consolidated financial statements for submission to the Supervisory Board on 16 February 2017. It is the responsibility of the Supervisory Board to examine the consolidated financial statements and to state whether it adopts them.
(14.7) Related party disclosures
All business transactions consisting solely of the provision of goods and services to non-consolidated subsidiaries, jointly controlled entities and associates of WILO SE are settled at standard market conditions. The outstanding trade receivables from these companies amounted to EUR 167 thousand (previous year: EUR 187 thousand). Liabilities to these companies amounted to EUR 2,696 thousand at the reporting date (previous year: EUR 2,691 thousand), of which EUR 2,650 thousand related to joint ventures (previous year: EUR 2,650 thousand). Sales and services passed on to these companies amounted to EUR 662 thousand (previous year: EUR 575 thousand). All legal transactions are based on standard market conditions. The balances outstanding at the end of the financial year are unsecured, do not bear interest and will be settled via payment.
Members of the Supervisory Board control or influence companies that provide consultancy services for WILO SE. WILO SE generated net sales totalling EUR 1,783 thousand (previous year: EUR 1,440 thousand) from these companies in the 2016 financial year. All services were remunerated at standard market conditions in the year under review.
One of the shareholders owns a heating and air conditioning installation company that purchases standard quantities of pumps from the reporting entity. The same company installs and maintains the heating and air conditioning systems of the reporting entity. These services are remunerated at standard market conditions. Revenues of EUR 97 thousand (previous year: EUR 236 thousand) were generated with the heating and air conditioning installation company in the 2016 financial year. There were receivables from this company of EUR 1 thousand as at 31 December 2016 (previous year: EUR 0 thousand). At the same time, the Wilo Group procured goods and services in the amount of EUR 292 thousand (previous year: EUR 578 thousand) from this company. There were no liabilities to this company as at 31 December 2016 (previous year: 1).
A plot of land with a standing building, which was owned by shareholders, was acquired in the 2016 financial year as part of the campus project. The purchase price and additional cost reimbursements amounted to EUR 3,403 thousand.
There are also leases relating to land and buildings that are directly or indirectly owned by shareholders. Total lease payments of EUR 923 thousand were made to these shareholders in 2016 (previous year: EUR 898 thousand). The rent was agreed in line with market conditions.
The Wilo-Foundation holds the majority of ordinary shares in WILO SE. There is a service agreement between WILO SE and the Foundation for administrative work. WILO SE generated income of EUR 61 thousand from this service agreement in 2016 (previous year: EUR 61 thousand). There were receivables from the Foundation of EUR 91 thousand as at 31 December 2016 (previous year: EUR 0 thousand).
(14.8) Auditor’s fees
The following fees were recognised as an expense in the 2016 financial year for services provided by the auditor of the consolidated financial statements, KPMG AG Wirtschaftsprüfungsgesellschaft:
|Audits of financial statements
of which for the previous year:
EUR 6 thousand
(2015: EUR 8 thousand)
|Other assurance services
of which for the previous year:
EUR 26 thousand
(2015: EUR 36 thousand)
of which for the previous year:
EUR 127 thousand
(2015: EUR 35 thousand)
(14.9) Remuneration of the Executive Board and the Supervisory Board
The total remuneration of the Executive Board amounted to EUR 5.7 million for the 2016 financial year (previous year: EUR 4.0 million). EUR 1.7 million (previous year: EUR 1.7 million) of this total relates to fixed remuneration and EUR 1.4 million (previous year: EUR 1.5 million) to variable remuneration, EUR 0.7 million (previous year: EUR 0.2 million) of which was reported as a liability as at the end of the reporting period and will not be paid out until the approval of the consolidated financial statements in the subsequent financial year. In addition, the total remuneration includes payments for defined contribution pension plans for members of the Executive Board of EUR 2.6 million (previous year: EUR 0.8 million).
The Supervisory Board has established a virtual management participation model for the members of the Executive Board of WILO SE under which the participating members contractually receive virtual shares entitling them to participate in the company’s positive performance. This does not make them shareholders of the company with corresponding shareholders’ rights (e.g. rights of information, voting rights at the Annual General Meeting, right to receive dividends). A total of 228,290 virtual shares were granted in the 2014 financial year, another 103,768 in the 2015 financial year, and a further 51,884 in the 2016 financial year. A total of 383,942 virtual shares have thus been granted to the Executive Board. As a matter of principle, the term of the individual virtual participation is unlimited. A participant’s virtual participation ends automatically when he or she steps down from the respective management position on the Executive Board. The ordinary termination of the virtual participation ahead of schedule is excluded. The potential benefit earned by the participants of the management participation programme is calculated as the difference between the cost and the retransfer value of the virtual shares. Payment is made within a defined period after participation ends. The fair value (retransfer value) of the provisions recognised in connection with the virtual shares was calculated on the basis of historical averages. As at 31 December 2016, a provision of EUR 250 thousand was reported under other provisions (previous year: 605).
The total remuneration paid to former members of the Executive Board amounted to EUR 1.0 million in the 2016 financial year (previous year: EUR 1.0 million). As at the end of the reporting period, a pension provision of EUR 9.2 million (previous year: EUR 8.8 million) was recognised for former members of executive bodies, some of whom are also related parties.
(14.10) Executive bodies of the company
Prof. Dr Norbert Wieselhuber
- Chairman -
Managing Director of Dr Wieselhuber & Partner GmbH
Prof. Dr Hans-Jörg Bullinger
- Deputy Chairman -
Former President of Fraunhofer-Institute
European Works Council
Dr Hinrich Mählmann
Personally liable partner and
Managing Director of Otto Fuchs KG
European Works Council
Felix Opländer (until 5 September 2016)
Lars Roßner (from 13 December 2016)
Partner at Buse Heberer Fromm,
Rechtsanwälte Steuerberater PartG mbh
Dr Ing E. h. Jochen Opländer
is the Honorary Chairman of the Supervisory Board.
- Chairman -
Dr Markus Beukenberg
Mathias Weyers (from 1 December 2016)