28 Related parties

Accounting policy

dsm-firmenich has identified its key management personnel and its associates and joint ventures as related parties. For associates and joint ventures, see also Note 10 Associates and joint arrangements.

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, as defined by IAS 24 ‘Related Parties’. IAS 24 requires disclosure of key management personnel split in the total of short-term employee benefits (salary and short-term incentive), post-employment (pension expenditure) and other long-term benefits, termination benefits and share-based payment cost (share-based compensation).

Transactions with associates and joint ventures

dsm-firmenich may issue guarantees as credit enhancement of associates to acquire bank facilities for these associates. dsm-firmenich has provided guarantees to third parties for debts of associates for an amount of €28 million (2022: €60 million). Expected credit losses for receivables from related parties amount to zero (same as 2022).

Other related-parties disclosures relate entirely to key management of dsm-firmenich, being represented by the company’s management. For further details about their remuneration, see below.

Key management personnel

For the period January 2023 until March 2023, the Supervisory Board, the Managing Board, and the Executive Committee of former DSM meet the definition of key management personnel. As of April 2023, the members of the Board of Directors and the Members of the Executive Committee of dsm-firmenich meet the definition of key management personnel. Personnel expenses are recognized in the regarding service period. Personnel expenses relating to the remuneration of the Supervisory Board (SB), the Managing Board (MB), and the Executive Committee (EC) of former DSM over the regarding service period are shown in below table.

Remuneration expenses SB, MB, and EC of former DSM

x € thousand

 

2023

 

2022

Base salary/Supervisory Board fees

 

2,391

 

6,521

Employer pension contribution

 

471

 

1,197

Short-Term Incentive1

 

869

 

3,399

Share-based compensation2

 

2,518

 

7,778

Other3

 

16,562

 

6,612

Total

 

22,811

 

25,507

1

Short-Term Incentive based on target level minus weight of Adjusted EBITDA target.

2

Represents the expenses of Performance Share Units (PSUs) awarded according to IFRS rules. These costs are considered over the vesting period and therefore cover several years.

3

Includes benefits, severance payments for ExCo members that left the Company because of the merger, special payments as included in the Offering Circular (issued 22 November 2022) related to the merger, settlement DSM STI Deferral and Matching Plan, social security contributions and obligations following Article 32bb of the Dutch Wage Tax Act (1964).

The above table shows the remuneration expenses for the Supervisory Board, Managing Board and Executive Committee of former DSM who were in function until 18 April 2023.

Members of the Executive Committee of former DSM are entitled to the remaining rights of their prior LTI (Long-Term Incentive) plan, which consists of share-based payments. The share-based payment costs included for the reporting period relate to the pro-rata part of the full 2023 costs.

The Members of the Board of Directors (BoD) and Executive Committee (ExCo) of dsm-firmenich were appointed effective 18 April 2023. The remuneration over the period starting 18 April 2023 up to and including 31 December 2023 is shown in the below table.

Remuneration expenses BoD and ExCo DSM-Firmenich AG over the period 18 April 2023 until 31 December 2023

x € thousand

 

2023

 

2022

Base salary/Committee fee in cash

 

6,841

 

-

Employer pension contribution

 

807

 

-

Short-Term Incentive

 

3,973

 

-

Share-based compensation1

 

4,401

 

-

Other

 

1,498

 

-

Subtotal

 

17,520

 

-

 

 

 

 

 

Employer social securities

 

585

 

-

Total

 

18,105

 

-

1

Represents the expenses of Performance Share Units (PSUs) awarded according to IFRS rules. These costs are considered over the vesting period and therefore cover several years.

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