Corporate Governance

Corporate structure and shareholders

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.

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 175230). Its share capital is CHF 4ʼ100ʼ898, and its market capitalization was CHF 3ʼ420 million as of 31 December 2016 (previous year: CHF 2ʼ785 million).

Affiliated Companies

An overview of all Affiliated Companies in the scope of consolidation can be found in note 32. The list contains the company name, domicile, share capital, and percentage held by GF.

Significant shareholders and shareholder groups

As of 31 December 2016, no shareholder or shareholder group had voting rights in excess of 5%. The BlackRock Group, held directly or indirectly by BlackRock, Inc., New York (USA), Norges Bank (the Central Bank of Norway), Oslo (Norway), and the UBS Fund Management (Switzerland) AG, Basel (Switzerland), had voting rights between 3% and 5%.

56 disclosure notifications were filed in the year under review: 52 in relation to the BlackRock Group, held directly or indirectly by BlackRock, Inc., New York (USA), three in relation to Norges Bank (the Central Bank of Norway), Oslo (Norway), and one in relation to LSV Asset Management, Chicago (USA).

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 and can be accessed via the following link: 
www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html

Shareholdings of members of the Board of Directors, the Executive Committee, and the Senior Management

A total of 45ʼ115 Georg Fischer shares were held by members of the Board of Directors, the Executive Committee, and the Senior Management as of 31 December 2016 (previous year: 43ʼ284 Georg Fischer shares):

 

 

Number of Georg Fischer registered shares as of 31 Dec. 2016

 

Number of Georg Fischer registered shares as of 31 Dec. 2015

 

 

 

 

 

Members of the Board of Directors

 

12'862

 

13'162

Members of the Executive Committee

 

10'879

 

11'963

Members of the Senior Management

 

21'374

 

18'159

Total

 

45'115

 

43'284

 

 

 

 

 

In % of issued shares

 

1.10%

 

1.06%

The shares of the share-based compensation program are either treasury shares or are repurchased on the market.

Cross-shareholdings

There are no cross-shareholdings or shareholder pooling agreements with other companies.