The Group defines related parties as associated companies, post-employment benefit plans for the benefit of UBS employees, key management personnel, close family members of key management personnel and enterprises which are, directly or indirectly, controlled by, jointly controlled by or significantly influenced by or in which significant voting power resides with key management personnel or their close family members. Key management personnel is defined as members of the Board of Directors (BoD) and Group Executive Board (GEB). This definition is based on the requirements of IAS 24 Related Party Disclosures and the "Directive on Information Relating to Corporate Governance" issued by the SWX Swiss Exchange.
a) Remuneration of key management personnel | |||
The executive members of the BoD have top management employment contracts and receive pension benefits upon retirement. Total remuneration of the executive members of the BoD and GEB is as follows: | |||
For the year ended | |||
CHF million | 31.12.06 | 31.12.05 | 31.12.04 |
Base salaries and other cash payments | 16 | 15 | 15 |
Incentive awards – cash | 107 | 90 | 70 |
Employer's contributions to retirement benefit plans | 1 | 1 | 1 |
Benefits in kind, fringe benefits (at market value) | 2 | 3 | 2 |
Equity compensation benefits 1 | 121 | 114 | 103 |
Total | 247 | 223 | 191 |
The non-executive members of the BoD do not have employment or service contracts with UBS, and thus are not entitled to benefits upon termination of their service on the BoD. Payments to these individuals for their services as external board members amounted to CHF 5.9 million in 2006, CHF 6.1 million in 2005 and CHF 5.7 million in 2004.
b) Equity holdings | |||
31.12.06 | 31.12.05 | 31.12.04 | |
Number of stock options from equity participation plans held by executive members of the BoD and the GEB | 10,886,798 | 10,862,250 | 12,009,994 |
Number of shares held by members of the BoD, GEB and parties closely linked to them | 7,974,724 | 8,713,984 | 7,013,220 |
Of the share totals above, at 31 December 2006 and 31 December 2005, respectively, 7,146 shares and 6,538 shares were held by close family members of key management personnel and 2,200,000 shares and 2,486,060 shares were held by enterprises which are directly or indirectly controlled by, jointly controlled by or significantly influenced by or in which significant voting power resides with key management personnel or their close family members. Further information about UBS's equity participation plans can be found in Note 32. No member of the BoD or GEB is the beneficial owner of more than 1% of the Group's shares at 31 December 2006.
c) Loans, advances and mortgages to key management personnel
Executive members of the BoD and GEB members have been granted loans, fixed advances and mortgages on the same terms and conditions that are available to other employees, based on terms and conditions granted to third parties adjusted for reduced credit risk. Non-executive BoD members are granted loans and mortgages at general market conditions.
Movements in the loan, advances and mortgage balances are as follows:
CHF million | 31.12.06 | 31.12.06 |
Balance at the beginning of the year | 21 | 16 |
Additions | 1 | 7 |
Reductions | (3) | (2) |
Balance at the end of the year | 19 | 21 |
No unsecured loans were granted to key management personnel as of 31 December 2006 and 31 December 2005.
d) Associated companies
Movements in loans to associated companies are as follows:
CHF million | 31.12.06 | 31.12.05 |
Balance at the beginning of the year | 321 | 83 |
Additions | 116 | 267 |
Reductions | (48) | (26) |
Credit loss (expense) / recovery | 1 | (3) |
Foreign currency translation | (15) | 0 |
Balance at the end of the year | 375 | 321 |
All loans to associated companies are transacted at arm's length. Of the balances above, the amount of unsecured loans amounted to CHF 177 million and CHF 82 million at 31 December 2006 and 31 December 2005, respectively.
Other transactions with associated companies transacted at arm's length are as follows:
For the year ended or as of | |||
CHF million | 31.12.06 | 31.12.05 | 31.12.04 |
Payments to associates for goods and services received | 58 | 397 | 248 |
Fees received for services provided to associates | 79 | 258 | 180 |
Commitments and contingent liabilities to associates | 32 | 39 | |
Note 35 provides a list of significant associates.
e) Other related party transactions
During 2006 and 2005, UBS entered into transactions at arm's length with enterprises which are directly or indirectly controlled by, jointly controlled by or significantly influenced by or in which significant voting power resides with key management personnel or their close family members. In 2006 and 2005 these companies included BMW Group (Germany), Kedge Capital Funds Ltd. (Jersey), Löwenfeld AG (Switzerland), Royal Dutch Shell plc (UK), Seromer Biotech SA (Switzerland, previously Bertarelli Biotech SA), Serono Group (Switzerland), Stadler Rail Group (Switzerland), Team Alinghi (Switzerland), and Unisys Corporation (USA). Related parties in 2006 also included Aebi + Co. AG (Switzerland), Bertarelli Family (Switzerland), DKSH Holding AG (Switzerland), Kedge Capital Selected Funds Ltd. (Jersey), Lista AG (Switzerland), Martown Trading Ltd. (Isle of Man) and Team Alinghi (Spain).
Movements in loans to other related parties are as follows:
CHF million | 31.12.06 | 31.12.05 | |
Balance at the beginning of the year | 919 | 294 | |
Additions | 34 | 628 | |
Reductions | 81 | 3 | |
Loan at the end of the year 1 | 872 | 919 | |
Other transactions with these related parties include: | |||
For the year ended | |||
CHF million | 31.12.06 | 31.12.05 | 31.12.04 |
Goods sold and services provided to UBS | 8 | 15 | 34 |
Fees received for services provided by UBS | 8 | 1 | 10 |
As part of its sponsorship of Team Alinghi, defender for the "America's Cup 2007", UBS paid CHF 8.7 million (EUR 5.4 million) in sponsoring fees for 2006. Team Alinghi's controlling shareholder is UBS board member Ernesto Bertarelli.
f) Additional information
UBS also engages in trading and risk management activities (e.g. swaps, options, forwards) with various related parties mentioned in previous sections. These transactions may give rise to credit risk either for UBS or for a related party towards UBS. As part of its normal course of business, UBS is also a market maker in equity and debt instruments and at times may hold positions in instruments of related parties.
Create your own report by searching and selecting articles of our Annual Reporting products.
Information juridique importante: veuillez lire la présente mise en garde avant de poursuivre.
Il est possible que les produits et services présentés dans ces pages électroniques ne soient pas disponibles pour les résidents de certains pays. Pour de plus amples informations, veuillez consulter les restrictions de vente relatives aux produits et services en question.
© UBS 1998-2009. Tous droits réservés.
Privacy Policy