The organizational structure of GF is illustrated in the diagram on this page. The Corporation has three operational divisions, GF Piping Systems, GF Automotive and GF Machining Solutions, plus the Corporate Staff Units Finance & Controlling and Corporate Development. The Chief Executive Officer is also the Head of Corporate Development.
Corporate structure and shareholders
The CEO, supported by the other members of the Executive Committee, bears responsibility for the management of the Corporation, where this is not delegated to the divisions or the Corporate Staff Units. The Heads of the Divisions, supported by the Heads of the Business Units and Service Centers, bear responsibility for the management of the divisions. The Corporate Staff Units support the Board of Directors and the Executive Committee in their management and supervisory functions.
The parent company of all the Corporate Companies is Georg Fischer Ltd. It is incorporated under Swiss law and is domiciled in Schaffhausen, Switzerland. Georg Fischer Ltd is listed on the SIX Swiss Exchange (FI-N, security number 175 230). Its share capital is CHF 41 008 980, and its market capitalization was CHF 2 573 million as at 31 December 2013 (previous year: CHF 1 509 million).
Affiliated companies //
An overview of all affiliated companies in the scope of consolidation can be found in the Financial Report on pages 104 to 106. The list contains the company name, domicile, share capital, and the percentage held by GF.
Significant shareholders and shareholder groups //
As at 31 December 2013, two shareholders had voting rights in excess of 5%: Norges Bank (the Central Bank of Norway), Oslo (Norway), and LSV Asset Management, Chicago (USA). No shareholders or shareholder groups had voting rights between 3% and 5%. Seven disclosure notifications were published in the year under review, of which one relate to BDS (Behr Deflandre & Snozzi) Beteiligungsgesellschaft AG, three to the BlackRock Group (see group structure as published on 3 April 2013 as well on 1 and 6 August 2013 on the SIX disclosure platform), held indirectly by BlackRock Inc (USA), one to LSV Asset Management, Chicago (USA) and two to the Norges Bank (the Central Bank of Norway), Oslo (Norway). Disclosure notifications pertaining to shareholdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and the SIX Swiss Exchange are published on the latter’s electronic publication platform. The notifications can be accessed via the following weblink to the database search page of the disclosure office.
There are no cross-shareholdings or shareholder pooling agreements with other companies.
Capital and share information
Fully paid-in share capital amounts to CHF 41 008 980 and is divided into 4 100 898 registered shares each with a par value of CHF 10. Each registered share has one vote at the Annual Shareholders’ Meeting. The authorized capital and the conditional capital amount to a maximum of CHF 6 000 000. The maximum authorized or conditional capital is reduced by the amount that conditional or authorized capital is created by the issue of equity-linked bonds or similar debt instruments or new shares.
By no later than 21 March 2014, the maximum authorized share capital will be CHF 6 000 000 divided into no more than 600 000 registered shares each with a par value of CHF 10. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 6 000 000 by the issue of no more than 600 000 fully paid-in registered shares with a nominal value of CHF 10 each, through the exercise of conversion rights and/or warrants granted in connection with the issuance capital markets of bonds or similar debt instruments of the company or one of its Corporate ompanies. As of 31 December 2013 no such bonds or debt instruments were outstanding. The beneficiaries and the conditions and modalities of the issue of authorized capital are described in § 4.4 a) of the Articles of Association of Georg Fischer Ltd and those of conditional capital in § 4.4 b) of the Articles of Association of Georg Fischer Ltd.
The subscription to and acquisition of the new shares, and
anysubsequent transfer of the shares, are subject to the statutory
restrictions on transferability (see the next section
“Restrictions on transferability”).
Further information on the share capital and changes in capital in the last five years can be found on pages 120 to 122. No participation or profit-sharing certificates exist.
Restrictions on transferability //
Entry in the company’s share register as a shareholder or beneficiary with voting rights is subject to the approval of the Board of Directors. Approval of registration is subject to the following conditions: A natural person or legal entity may not accumulate, either directly or indirectly, more than 5% of the registered share capital. Persons who are bound by capital or voting rights, by consolidated management or in a similar manner, or who have come to an agreement for the purpose of circumventing this rule, shall be deemed as one person. Applications for registration in excess of this threshold will be refused generally. In the year under review, no applications for exceptions were received.
Nominee registration //
Persons who hold shares for third parties (referred to as nominees) are only entered in the share register with voting rights if the nominee declares his willingness to disclose the names, addresses, and shareholdings of those persons on whose behalf he holds the shares. The same registration limitations apply, mutatis mutandis, to nominees as to individual shareholders. Applications for registration in excess of the threshold of 5% will be refused.
Cancellation or amendment of restrictions //
Cancellation or easing of the restrictions on the transferability of registered shares requires a resolution of the Annual Shareholders’ Meeting passed by at least two-thirds of the shares represented and an absolute majority of the par value of the shares represented.
Convertible bonds and options //
There are no outstanding convertible bonds, and GF has issued no options.
Board of Directors
The Chief Executive Officer is responsible for the management of the Corporation. Under his leadership, the Executive Committee addresses all issues of relevance to the Corporation, takes decisions within its remit and submits proposals to the Board of Directors. The Heads of the three Divisions and two Corporate Staff Units are responsible for drafting and achieving their business objectives and for managing their units autonomously. No management responsibility is delegated to third parties at the Executive Committee level (management contracts).
As at the end of the year under review, the Executive Committee had the following members: Yves Serra, CEO and at the same time Head of Corporate Development; Pietro Lori, Head of GF Piping Systems; Josef Edbauer, Head of GF Automotive; Pascal Boillat, Head of GF Machining Solutions; Roland Abt, CFO and Head of Corporate Finance & Controlling.
As at 31 December 2013, Georg Fischer Ltd had 12 269 shareholders with voting rights (previous year: 14 212), most of whom reside in Switzerland. To maintain this broad base, the Articles of Association provide for the statutory restrictions summarized hereinafter.
Restriction on voting rights //
The total number of votes exercised by one person for his own shares
and shares for which he votes by proxy may not exceed 5% of the votes
of the company’s total share capital. Persons bound by capital
or voting rights, by consolidated management or otherwise acting in
concert for the purpose of circumventing this provision are deemed to
be one person. In the year under review, no applications for
exceptions were made.
The restriction of voting rights under § 4.10 of the Articles of Association may be revoked only by a resolution of the Annual Shareholders’ Meeting, passed by a twothirds majority of the shares represented and an absolute majority of the par value of the shares represented.
Proxy voting //
A shareholder may, on the basis of a written power of attorney, be represented at the Annual Shareholders’ Meeting by another shareholder entitled to vote or the independent proxy. Partnerships may be represented by a partner or authorized signatory, legal entities by a person authorized by law or the Articles of Association, married persons by their spouse, wards by their legal guardians, and minors y their legal representative, regardless of whether such representatives are shareholders or not.
Statutory quorum //
The following resolutions of the Annual Shareholders’ Meeting require a majority greater than that laid down by law. At least two-thirds of the shares represented and an absolute majority of the par value of the shares represented must be in favor of:
1. the cases listed in art. 704 para. 1
2. the alleviation or withdrawal of limitations upon the tansfer of registered
3. the creation, extension, alleviation, or withdrawal of the oting restrictions
4. the conversion of registered shares into bearer shares
5. the removal of a quarter or more members of the Board of Directors
6. the amendments to § 16.1 of the Articles of Association cerning the election
and term of office of members of the Board of Directors
7. the removal of restrictions concerning the passing of resolutions by the
Shareholders’ Meeting, particularly those of § 12 of the Articles of Association
An application for a change of items 5 and 6 will be made to the Shareholders’ Meeting 2014.
Convocation of the general meeting of shareholders //
No regulations exist which deviate from those stipulated by law.
Shareholders representing a minimum of 0.3% of the share capital may request that an item be added to the agenda. The application must be submitted in writing no later than 60 days before the meeting and must specify the item to be discussed and the shareholder’s proposal.
Entry in the share register //
The deadline for entering shareholders in the share register with regard to attendance at the Annual Shareholders’ Meeting is around ten days before the date of the Annual Shareholders’ Meeting. It is mentioned in the invitation to the Annual Shareholders’ Meeting.
Change of control and defense measures
The Articles of Association of Georg Fischer Ltd do not contain any regulations governing “opting-out” or “opting-up”. As of 1 January 2014, the contractually agreed period of notice for the members of the Executive Committee is basically twelve months. Furthermore, a change of control will result in the cancellation of all existing disposal limitations for shares allocated according to the share plan. In the event of a change of control, bondholders and banks have the right to demand the immediate repayment of bond issues and loans before they are due.
PricewaterhouseCoopers, Zurich, became the external auditor in 2012. Since the Annual Shareholders’ Meeting 2012, Stefan Räbsamen is auditor in charge. The latter is changed every seven years. The statutory auditor is elected at the Annual Shareholders’ Meeting for a term of one year.
Audit fees //
In 2013, the Corporation spent about CHF 2.39 million worldwide in connection with the audit conducted by PricewaterhouseCoopers of the financial statements of Georg Fischer Ltd, of the GF Corporation, and of the Corporate Companies. For additional services PricewaterhouseCoopers received fees of approximately CHF 0.35 million. In 2013 these services relate to tax advice (CHF 0.13 million) and other consulting mandates in connection with accounting (CHF 0.22 million).
Supervisory and control instruments //
The Audit Committee reviews and evaluates the effectiveness and independence of the external auditors annually. The Audit Committee bases its evaluation on the following criteria:
- quality of the documents and management letters
- time taken and costs
- quality of oral and written reports on individual aspects and pertinent questions relating to accounting, auditing, or additional consulting mandates
For the evaluation, the members of the Audit Committee use first of all the knowledge and experience which they have acquired as a result of similar functions at other companies. Internal Auditing also issues an annual list of all services rendered by external auditors for the Corporation and their costs. This report is discussed by the Executive Committee and the Audit Committee. Authorization of the costs for the audit of Georg Fischer Ltd, the audit of the financial statements of the Corporation and of all Corporate Companies was given by the Audit Committee. Further services from PricewaterhouseCoopers will be examined by the Head of Internal Auditing and will be approved either by the CFO or by the managing directors of the individual Corporate Companies, depending on the volume. A high level of cost transparency is ensured because Internal Auditing prepares a report every year.
In the presence of internal and external auditors, the Audit Committee also evaluates potential for improvement regarding collaboration, the processing of assignments and any interfaces or overlapping of Internal and external Auditing. A representative of the auditors attended the five ordinary meetings of the Audit Committee.
Open communication at all levels is an important element of management responsibility. Corporate Communications and Investor Relations are the two departments responsible for information and communication in the Corporation. All communication measures are based on a commitment to uphold the company’s credibility. Communication with all GF stakeholders is active, open and timely. If possible and permissible, employees are notified first.
GF has been present on five social media channels (LinkedIn, Xing, Facebook, Twitter, YouTube) since October 2013 in order to present the Corporation to younger target groups in an up-to-date manner. The website www.georgfischer.com is continuously updated and, along with media releases on relevant events, it remains a cornerstone of Corporate Communications. Facts and figures on the Corporation, presentations on important activities and the dates of all events of relevance for shareholders, analysts and journalists (Annual Shareholders’ Meeting, press conferences, etc.) can be found on the website.
As a company listed on the SIX Swiss Exchange, GF is subject to the requirements on ad hoc publicity, i.e. the obligation to report any potential share pricerelevant information. GF also maintains a dialog with investors and journalists at special events and road shows.
Subscription to the email service is free of charge. All media releases, Annual Reports and Mid-Year Reports go online on the website www.georgfischer.com at the same time as they are published. Shareholders receive the short version of the Annual Report and the Mid-Year Report automatically, and other interested parties my get the media releases and GF publications on request.
Changes after the balance sheet date
Between 1 January and the copy deadline on 14 February 2014, one disclosure notification was made on 30 January 2014 relating the BlackRock Group (see group structure as published on 3 February 2014 on the SIX disclosure platform) stating that the voting rights are at 3%.
Disclosure notifications pertaining to shareholdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and the SIX Swiss Exchange are published on the latter’s electronic publication platform. The notifications are accessable on the database search page of the disclosure office.