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Boards of Beiersdorf AG
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Related party information in accordance with IAS 24
Beiersdorf maintained relations with companies belonging to the Allianz Group as part of its risk management activities in the year under review. Insurance providers are selected and insurance transactions handled by an independent insurance broker. In addition, goods and services are traded on a small scale between the Beiersdorf Group and non-consolidated Beiersdorf companies in the course of normal business.

Business transactions with related parties are conducted on an arm’s length basis.

Declaration of Compliance with the German Corporate Governance Code:
The Executive Board and Supervisory Board of Beiersdorf AG submitted their declaration of compliance with the recommendations of the Government Commission on the German Corporate Governance Code in accordance with § 161 Aktiengesetz (German Stock Corporation Act) at the end of December 2003, and made this declaration permanently accessible to shareholders on the Company’s website at www.Beiersdorf.com. The declaration of compliance is also reproduced in the Corporate Governance section.

Disclosures relating to the Executive Board and Supervisory Board

Total compensation
Total compensation for members of the Supervisory Board for 2003 amounted to €1,624 thousand (previous year: €1,393 thousand). In accordance with the Articles of Association, this consists of a fixed component of €328 thousand (previous year: €259 thousand) and variable, dividend-based compensation of €1,296 thousand (previous year: €1,134 thousand). The members of the Supervisory Board did not receive any compensation or benefits for services provided individually, such as advisory or agency services.

Total compensation for members of the Executive Board for 2003 totaled €5,844 thousand (previous year: €5,313 thousand). This amount consists of a fixed component of €1,823 thousand (previous year: €1,813 thousand) and a variable, dividend-based component of €4,021 thousand (previous year: €3,500 thousand).

Payments to former members of the Executive Board and their dependants amounted to €1,407 thousand (previous year: €1,317 thousand). Total provisions for pension commitments to former members of the Executive Board and their dependants amounted to €13,615 thousand (previous year: €12,905 thousand).

Loans
No loans have been granted to members of the Executive Board and Supervisory Board.

Shareholdings
The members of the Supervisory Board and Executive Board of Beiersdorf AG hold a combined total of less than 1 % of the shares issued by the Company.

Directors’ Dealings
The following disclosures in accordance with § 15a Wertpapierhandelsgesetz (German Securities Trading Act) regarding the acquisition or disposal of shares in the Company were received by the Company from members of the Supervisory Board and Executive Board in 2003: The wife of Executive Board member Dieter W. Steinmeyer informed the Company that she had sold 1,500 shares in the Company on June 4, 2003 at a price of €115 per share. Supervisory Board member Dr. Carl Albrecht Claussen informed the Company that he had sold 150,000 shares on December 11, 2003 at a price of €135.41 per share.

Events after the balance sheet date

On December 23, 2003, Beiersdorf AG published a public offer to buy back a total of up to 8,400,000 Beiersdorf shares. This offer was addressed to all shareholders and ended on January 23, 2004. The purchase price offered by Beiersdorf was €113.76 per share. This represented a premium of 20 % to the average XETRA closing price for Beiersdorf's shares during the last ten days before publication of the acquisition offer. More information on the share buyback program and its outcome can be found in the Investor Relations section.

No other significant events occurred after the balance sheet date.

Information on the Annual Financial Statements of Beiersdorf AG*

Balance sheet of Beiersdorf AG

Assets (in € million) Dec. 31, 2002 Dec. 31, 2003
Fixed assets 914 1,285
Inventories 92 104
Trade receivables 89 85
Other receivables and other assets 279 210
Cash and cash equivalents 209 583
Current assets 669 982
  1,583 2,267
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Equity and liabilities (in € million) Dec. 31, 2002 Dec. 31, 2003
Equity 937 1,151
Special tax allowable reserves 3 2
Provisions for pensions and
similar obligations
331 341
Other provisions 244 357
Provisions 575 698
Trade payables 37 35
Other liabilities 31 381
Liabilities 68 416
  1,583 2,267
* In accordance with the provisions of the Handelsgesetzbuch (German Commercial Code)
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The signifant change in several balance sheet positions from prior year are mainly the result of the share buyback program explained on page Beiersdorf-Share.

Intra-Group restucturing measures resulted in increases to both the value of investments in affiliates and equity. Furthermore in anticipation of financing needs, loans were taken from other Group companies.

More detailed information can be found in the Annual Financial Statements of Beiersdorf AG which are published separately.

Income statement of Beiersdorf AG

(in € million) 2002 2003
Sales 1,249 1,249
Operating income 122 101
Cost of materials -401 -414
Personnel expenses -246 -237
Depreciation and amortization on property,
plant, and equipment and intangible assets
-55 -47
Other operating expenses -539 -514
Operating result 130 138
Financial result* 87 267
Result from ordinary activities 217 405
Taxes* -61 -73
Profit after tax 156 332
* The figure for 2003 includes special effects from intra-Group restructuring measures
and the share buyback program
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Shareholdings of Beiersdorf AG

A list of Beiersdorf AG’s shareholdings is filed with the commercial register of Hamburg Local Court (HRB 1787). The significant Group companies are listed here.

Shareholdings in Beiersdorf AG

As of the balance sheet date the following disclosures in accordance with Wertpapierhandelsgesetz (German Securities Trading Act,"WpHG") had been received by the Company:

Allianz AG, Munich, informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company fell below the threshold of 25 % on December 22, 2003 and amounted to 11.07 % as from this date. These voting rights are fully attributable to Allianz AG in accordance with § 22 (1) sentence 1 no. 1 WpHG. In accordance with §§ 21 (1) and 24 WpHG, Allianz AG informed us on behalf of AZ-BDF Vermögensverwaltungsgesellschaft mbH, Munich, that the latter’s share of voting rights in our Company fell below the threshold of 25 % on December 22, 2003 and amounted to 11.07 % as from this date.

In accordance with §§ 21 (1) and 24 WpHG, Allianz AG also informed us that the share of voting rights held by AZ-BDF Vermögensverwaltungsgesellschaft mbH in our Company fell below the thresholds of 10 % and 5 % due to an intra-Group share transfer on December 29, 2003, and that it now amounts to 4.66 %. Allianz AG’s share of voting rights did not change in a manner requiring disclosure as a result.

Tchibo Holding AG, Hamburg, voluntarily informed us in accordance with § 21 (1) WpHG that it held 49.96 % of voting rights in our Company since December 22, 2003. 30.358 % of these voting rights are attributable to Tchibo Holding AG in accordance with § 22 (1) sentence 1 no. 1 WpHG. The share of voting rights held directly by Tchibo Holding AG exceeded the threshold of 5 % on December 22, 2003 and is now 19.6 %. The proportion of voting rights in our Company held by Tchibo Beteiligungsgesellschaft mbH, Hamburg, and Vanguard Grundbesitz GmbH, Hamburg, remained unchanged. In this respect, Tchibo Holding AG has informed us on behalf of Vanguard Grundbesitz GmbH in accordance with § 21 (1) WpHG that the latter’s share of voting rights in our Company exceeded the threshold of 5 % on September 30, 2002 and has amounted to 29.99 % as from that date. Tchibo Holding AG has also informed us on behalf of Tchibo Beteiligungsgesellschaft mbH in accordance with § 21 (1) WpHG that the latter’s share of voting rights in our Company amounted to 30.358 % on September 30, 2002, and that these shares are attributable to Tchibo Beteiligungsgesellschaft mbH in accordance with § 22 (1) sentence 1 no. 1 WpHG.

HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsverwaltung mbH, Hamburg, has informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company had exceeded the threshold of 5 % on December 22, 2003 and had reached the threshold of 10 %, and that the exact amount of its share of voting rights was now 10.0 %.

The Free Hanseatic City of Hamburg has informed us in accordance with § 21 (1) WpHG that its share of voting rights in our Company exceeded the threshold of 5 % on December 22, 2003 and is now 10.0 %. These voting rights are fully attributable to the Free Hanseatic City of Hamburg in accordance with § 22 (1) sentence 1 no. 1 WpHG. The Free Hanseatic City of Hamburg does not have any other direct interest in our Company.

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The acceptance period for the share buyback program of Beiersdorf AG ended after the balance sheet date on January 23, 2004. As part of this share buyback program Allianz AG sold Beiersdorf shares to the Company. More information on the shareholder structure after the settlement of the share buyback program can be found in the Investor Relations section.

Proposal on the utilization of Beiersdorf AG’s net retained profits

(in € million) 2003
Profit after tax of Beiersdorf AG 332
Transfer to retained earnings 166
Net retained profits of Beiersdorf AG 166
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The Executive Board and Supervisory Board will propose to the Annual General Meeting that the net retained profits from fiscal year 2003 of €166 million be utilized as follows:

(in € million) 2003
Distribution of a dividend of €1.60 for each share
entitled to a dividend (75,606,328 shares)
121
Transfer to retained earnings 45
Net retained profits of Beiersdorf AG 166
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The shares carrying dividend rights at the time of the Executive Board’s proposal on the utilization of the net retained profits have been reflected in the amounts specified for the total dividend and for the transfer to retained earnings. The own shares held by the Company do not carry dividend rights in accordance with § 71b Aktiengesetz (German Stock Corporation Act).

If the number of own shares held by the Company at the time of the resolution by the Annual General Meeting on the utilization of the net retained profits is higher or lower than at the time of the Executive Board's proposal on the utilization of the profits, the total amount to be distributed to the shareholders shall be reduced or increased by the portion of the dividend attributable to the difference in the number of shares. The amount to be appropriated to the other retained earnings shall be adjusted inversely by the same amount. In contrast, the dividend to be distributed per no-par value bearer share carrying dividend rights shall remain unchanged. If necessary, an appropriately modified draft resolution will be presented to the Annual General Meeting.

Hamburg, February 23, 2004

The Executive Board

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