The organizational structure of GF is illustrated in the diagram on this page. The Corporation has the 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 Staf 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 4 100 898, and its market capitalization was CHF 2 579 million as of 31 December 2014 (previous year: CHF 2 573 million).
Affiliated companies //
An overview of all affiliated companies in the scope of consolidation can be found in the Financial Report on pages 106 to 108. The list contains the company name, domicile, share capital, and percentage held by GF.
Significant shareholders and shareholder groups //
As of 31 December 2014, no shareholder or shareholder group had voting rights in excess of 5%. The Norges Bank (the Central Bank of Norway), Oslo (Norway), LSV Asset Management, Chicago (USA), and the UBS Fund Management (Switzerland) AG, Basel (Switzerland), had voting rights between 3% and 5%. Eleven disclosure notifications were published in the year under review: eight in relation to the BlackRock Group (see group structure as published on the SIX disclosure platform), held indirectly by BlackRock Inc (USA), two in relation to LSV Asset Management, Chicago (USA), and one in relation to 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 above 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 4100898 and is divided into 4 100 898 registered shares each with a par value of CHF 1. Each registered share has one vote at the Annual Shareholders’ Meeting. The authorized capital and the conditional capital amount to a maximum of CHF 600 000. 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 19 March 2016, the maximum authorized share capital will be CHF 600 000 divided into no more than 600 000 registered shares each with a par value of CHF 1. Moreover, the share capital may be increased via the conditional capital by a maximum of CHF 600 000 by the issue of no more than 600 000 fully paid-in registered shares with a nominal value of CHF 1 each, through the exercise of conversion rights and/or warrants granted in connection with the issuance on capital markets of bonds or similar debt instruments of the company or one of its Corporate Companies. As of 31 December 2014, 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 any subsequent 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 122 to 124. 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.
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 declarestheir willingness to disclose the names, addresses, and shareholdings of those persons on whose behalf they hold the shares. The same registration limitations apply, mutatis mutandis, to nominees as to individual shareholders.
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 of 31 December 2014, Georg Fischer Ltd had 13 390 shareholders
with voting rights (previous year: 12 215), 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 their own shares and shares for which they vote 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.
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 two-thirds majority of the
shares represented and an absolute majority of the par value of the
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. Shareholders can also confer powers of attorney and issue instructions to independent proxies electronically. 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 by 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:
- the cases listed in Art. 704 para. 1 CO
- the alleviation or withdrawal of limitations upon the transfer of registered shares
- the creation, extension, alleviation, or withdrawal of the voting restrictions
- the conversion of registered shares into bearer shares
- the amendments to § 16.1 of the Articles of Association
- the removal of restrictions concerning the passing of resolutions by the Shareholders’ Meeting, particularly those of § 12 of the Articles of Association of Georg Fischer Ltd
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
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 2014, the Corporation spent about CHF 2.43 million (previous year: CHF 2.39 million) worldwide in connection with the audit conducted by Pricewaterhouse- Coopers of the financial statements of Georg Fischer Ltd, of the GF Corporation, and of the Corporate Companies. For additional services Price waterhouseCoopers received fees of approximately CHF 0.48 million (previous year: CHF 0.35 million). In 2014 these services related to tax advice of CHF 0.2 million (previous year: CHF 0.13 million) and other consulting mandates in connection with accounting of CHF 0.28 million (previous year: 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 and 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. The auditor in charge
of the external auditor attended the five ordinary meetings of the
Corporate Communications and Investor Relations are the two departments responsible for information and communication in the Corporation. The communication strategy is based on GF’s business strategy and supports the positioning of both the Corporation and the divisions. 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.georgischer.com is continuously
updated and, along with media releases, remains a cornerstone of
Corporate Communications. Facts and figures on the Corporation,
presentations on important activities, and the dates of the events
of relevance for shareholders, analysts, and journalists (Annual
Shareholders’ Meeting, press conferences, etc.) can be found on
the website. The redesigned employee magazine Globe received the
Gold Award for the best employee magazine in Switzerland from the
Swiss Association for Internal Communication (Schweizerischer
Verband für interne Kommunikation,
SVIK) in fall 2014.
The shares of Georg Fischer Ltd are listed on the SIX Swiss Exchange. Therefore, GF is subject to the requirements on ad hoc publicity, i.e., the obligation to report any potential share-price-relevant information. GF also maintains a dialog with investors and journalists at special events and roadshows.
Subscription to the email service is free of charge. All media releases, Annual Reports, and Mid-Year Reports go online at 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 receive them on request.
Changes after the balance sheet date
Between 1 January and the copy deadline on 13 February 2015, no disclosure notification was made.
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.