Guarantees and pledged assets
In CHF ‘000 | 30.9.2011 | 30.9.2010 |
|---|---|---|
Guarantees | 49,500 | 33,348 |
Of which utilized in subsidiaries in respect of credit obligations | 34,559 | 19,749 |
As the Group’s Swiss companies are treated as a single entity for the purposes of value-added tax, Schaffner Holding AG has joint and several liability for the Swiss subsidiaries’ VAT obligations to the Swiss federal tax authority.
Under Group-wide agreements with Commerzbank and Credit Suisse, Schaffner Holding AG as a participant in the Group’s cash pool has joint and several liability to the extent of its free reserves.
Issued share capital
The Company has issued share capital of CHF 20,668,050, consisting of 635,940 ordinary registered shares with a nominal value of CHF 32.50 per share. The issued shares are fully paid. Each share carries one vote at the General Meeting. All shares not held by the Company or one of its subsidiaries attract dividends.
Authorized but unissued capital
The Company has authorized but unissued share capital with a total nominal value of CHF 693,550 (21,340 ordinary registered shares at CHF 32.50 per share). This capital is allocated to satisfying obligations under the share option plans. At 30 September 2011 there were 66,422 share options outstanding, each relating to the purchase of one share of Schaffner Holding AG. In the year under review no options were exercised out of authorized unissued share capital.
Direct investments in subsidiaries
- Schaffner EMV AG, Luterbach, Switzerland: 100% of the share capital of CHF 14 million.
- Schaffner Trading AG, Luterbach, Switzerland: 100% of the share capital of CHF 0.25 million.
- Schaffner EMV Hungary Kft., Kecskemét, Hungary: 2% of the share capital of HUF 8 million.
Release of the Company financial statements for publication
The Company financial statements were released by the Board of Directors of Schaffner Holding AG on 2 December 2011 for publication and will be presented to the shareholders for adoption at the Annual General Meeting on 12 January 2012.
Information about treasury shares
The reserve for treasury shares was CHF 1,617,489. In the balance sheet at 30 September 2011, treasury shares were measured at the average exercise price of the share options (CHF 157.84). In the year under review, 21,124 options were exercised, at an average price of CHF 194.80 each.
Number of | Fair value | Average price | At fair value | At average price | |
|---|---|---|---|---|---|
At 1 October 2009 | 323 | 151 | 231 | 49 | 75 |
+ Purchase1 | 5,639 | 1,094 | 1,094 | ||
– Shares utilized for Employee Share Option Plan3 | -800 | -123 | -123 | ||
– Shares utilized for restricted share plans1 | -771 | -120 | -120 | ||
Value changes2 | -184 | -47 | |||
At 30 September 2010 | 4,391 | 163 | 200 | 716 | 879 |
+ Purchase1 | 23,127 | 7,356 | 7,356 | ||
– Disposal1 | -100 | -26 | -26 | ||
– Shares utilized for Employee Share Option Plan3 | -21,124 | -4,115 | -4,115 | ||
– Shares utilized for restricted share plans1 | -1,503 | -443 | -443 | ||
Value changes2 | -2,732 | -2,034 | |||
At 30 September 2011 | 4,791 | 158 | 338 | 756 | 1,617 |
1 At share prices quoted at transaction date.
2 Year-end closing price or average exercise price of the options, whichever was less.
3 At exercise price.
Significant shareholders | 30.9.2011 | 30.9.2010 | ||
|---|---|---|---|---|
Number of | Equity interest | Number of | Equity interest | |
Alpine Select AG1 | 131,663 | 20.70% | 156,979 | 24.68% |
Sarasin Investmentfonds AG "SaraSelect" | 61,834 | 9.72% | 61,497 | 9.67% |
Buru Holding AG | 50,808 | 7.99% | 47,300 | 7.44% |
UBS | 30,702 | 4.84% | 32,103 | 5.05% |
SUVA (Swiss National Accident Insurance Fund) | 20,000 | 3.14% | 20,000 | 3.14% |
Axa Swiss Institutional Fund | 17,000 | 2.67% | 20,000 | 3.14% |
Corisol Holding AG | 16,460 | 2.59% | 21,439 | 3.37% |
Shareholders with interests of less than 3% | 302,682 | 47.60% | 272,231 | 42.81% |
Free float | 631,149 | 99.25% | 631,549 | 99.31% |
Treasury shares | 4,791 | 0.75% | 4,391 | 0.69% |
Total shares outstanding | 635,940 | 100.00% | 635,940 | 100.00% |
1 Including Sumara AG and Fabrel AG (together forming an organized group within the meaning of section 10 of the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading).
Compensation of the Executive Committee and Board of Directors
The remuneration of the members of the Board of Directors and Executive Committee consist primarily of fees, salaries, variable compensation, options under the share option plans, and other compensation, such as contributions to rental or travel costs. The variable compensation is dependent upon corporate financial results and the achievement of personal performance targets. It is paid out after the Board of Directors, based on recommendations of the Nomination & Compensation Committee, has confirmed
the extent of target achievement. The variable compensation is ordinarily allotted and paid after the annual financial statements have been adopted by the Annual General Meeting.
All variable compensation is presented on an accrual basis, which means that any variable compensation shown under a given fiscal year was accrued in that fiscal year. The expense for share-based payments consists of the market value of granted share options attributable to the respective fiscal year.
Board of Directors in 2010/11
In CHF ‘000 | Cash fees and | Variable compensation2 | Pension costs | Share-based | Other compensation | Total |
|---|---|---|---|---|---|---|
Daniel Hirschi, Chairman | 112 | 38 | 150 | |||
Herbert Bächler | 47 | 19 | 66 | |||
Hans Hess | 47 | 25 | 72 | |||
Robert F. Spoerry (retired 31 March 2011) | 24 | 0 | 24 | |||
Markus Zenhäusern | 47 | 23 | 70 | |||
Total compensation of Board of Directors | 277 | 0 | 0 | 105 | 0 | 382 |
Executive Committee in 2010/11
In CHF ‘000 | ||||||
|---|---|---|---|---|---|---|
Alexander Hagemann | 395 | 130 | 114 | 187 | 10 | 836 |
Total for all other members of the Executive Committee | 1,298 | 268 | 368 | 276 | 95 | 2,305 |
Total compensation of Executive Committee | 1,693 | 398 | 482 | 463 | 105 | 3,141 |
1 At market value in accordance with IFRS 2 (see note 18 on page 77).
2 Including for Alexander Hagemann CHF 26,000 and for the other members of the Executive Committee, CHF 28,000 for discounts under the restricted share plan (see note 18 on page 77).
3 Excluding flat expense allowances.
Board of Directors in 2009/10
In CHF '000 | Cash fees and | Variable | Pension costs | Share-based | Other | Total |
|---|---|---|---|---|---|---|
Daniel Hirschi, Chairman (appointed 13.1.2010) | 96 | 24 | 120 | |||
Leo Steiner (retired 13 January 2010) | 18 | 0 | 18 | |||
Herbert Bächler | 45 | 12 | 57 | |||
Hans Hess | 45 | 19 | 64 | |||
Peter E. Rued (retired 13 January 2010) | 10 | 0 | 10 | |||
Robert F. Spoerry | 45 | 19 | 64 | |||
Markus Zenhäusern | 45 | 12 | 57 | |||
Total compensation of Board of Directors | 304 | 0 | 0 | 86 | 0 | 390 |
Executive Committee in 2009/10
In CHF ‘000 | ||||||
|---|---|---|---|---|---|---|
Alexander Hagemann | 384 | 378 | 77 | 185 | 9 | 1,033 |
Total for all other members of the Executive Committee | 1,538 | 725 | 317 | 275 | 70 | 2,925 |
Total compensation of the Executive Committee | 1,922 | 1,103 | 394 | 460 | 79 | 3,958 |
1 At market value in accordance with IFRS 2 (see note 18 on page 77).
2 Including, for the other members of the Executive Committee, CHF 24,000 for discounts under the restricted share plan. (see note 18 on page 77).
3 Excluding flat expense allowances.
Holdings of shares, options and conversion rights
30.9.2011 | 30.9.2010 | |||||||
|---|---|---|---|---|---|---|---|---|
Number of | Number of | |||||||
Number | Vested | Not vested | Total | Number | Vested | Not vested | Total | |
Board of Directors | ||||||||
Daniel Hirschi, Chairman | 120 | 250 | 1,410 | 1,660 | 120 | 0 | 1,000 | 1,000 |
Herbert Bächler | 500 | 125 | 695 | 820 | 500 | 0 | 500 | 500 |
Hans Hess | 1,520 | 0 | 1,033 | 1,033 | 1,520 | 600 | 1,150 | 1,750 |
Robert F. Spoerry (retired 31 March 2011) | 1,200 | 1,660 | 1,190 | 2,850 | ||||
Markus Zenhäusern | 100 | 375 | 945 | 1,320 | 100 | 125 | 875 | 1,000 |
Total holdings of the Board of Directors | 2,240 | 750 | 4,083 | 4,833 | 3,440 | 2,385 | 4,715 | 7,100 |
Executive Committee | ||||||||
Alexander Hagemann, Chief Executive Officer | 1,000 | 1,437 | 13,618 | 15,055 | 395 | 1,000 | 13,725 | 14,725 |
Kurt Ledermann, Chief Financial Officer | 743 | 590 | 4,458 | 5,048 | 565 | 295 | 4,313 | 4,608 |
Fabian Beck, | 601 | 287 | 3,823 | 4,110 | 601 | 1,610 | 3,940 | 5,550 |
Jean-Michel Calleri, Vice President, Sales Europe | 0 | 725 | 1,125 | 1,850 | 0 | 1,420 | 1,130 | 2,550 |
Ah Bee Goh, Vice President, Manufacturing | 545 | 150 | 4,150 | 4,300 | 348 | 300 | 4,100 | 4,400 |
Eduard Hadorn, | 373 | 575 | 4,125 | 4,700 | 247 | 785 | 4,165 | 4,950 |
Martin Köppel, | 687 | 262 | 3,698 | 3,960 | 537 | 1,210 | 3,740 | 4,950 |
Total holdings of the Executive Committee | 3,949 | 4,026 | 34,997 | 39,023 | 2,693 | 6,620 | 35,113 | 41,733 |
In the year under review, Schaffner did not grant any loans or other credit to current members of the Board of Directors, members of the Executive Committee or parties related to them.
Risk assessment
The Board of Directors of Schaffner Holding AG evaluates the risks to the Group through systematic risk identification and analysis. On this basis, risk management measures are formulated and their implementation and results are continually monitored. The Group uses a risk management system which is designed for the timely detection, evaluation and mitigation of risks.
